EXHIBIT 4.10

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------


     This Registration Rights Agreement (the "Agreement") is made by and between
RINECO RECYCLING, LLC (the "Warrant Holder") and ENVIRONMENTAL SAFEGUARDS, Inc.,
a  Nevada  corporation  (the  "Company").


                               W I T N E S S E T H:

     WHEREAS,  the  Company  has issued to the Warrant Holder 1,500,000 warrants
(the  "Warrants"),  each  of  which  represents  the  right to purchase from the
Company  one (1) share of its common stock, $.001 par value (the "Common Stock")
at an exercise price of $.01 per share expiring April 30, 2005, pursuant to that
certain  Warrant to Purchase Shares of Common Stock of Environmental Safeguards,
Inc.  of  even  date  herewith.

     NOW  THEREFORE,  for  good  and  valuable  consideration,  the  receipt and
sufficiency of which hereby acknowledged, the parties agree as follows:

     1.     The  Registration.  Prior  to  May  1, 2003, the Company will file a
            -----------------
Registration Statement ("Registration Statement") pursuant to the Securities Act
of  1933, as amended (the "Securities Act") to register the resale of the shares
of  common  stock  underlying  the Warrants (the "Registration Shares") with the
Securities  and  Exchange  Commission  (the "Commission").  The Company will use
reasonable  efforts  to cause the Registration Statement to become effective and
to  keep  the  Registration Statement current until the earlier of (i) April 30,
2006  or  (ii)  the  sale  of all of the Registration Shares held by the Warrant
Holder  (the  "Termination Date").  The Company shall not be obligated to effect
more  than  one registration on behalf of the Warrant Holder under this section.
Notwithstanding  the  foregoing,  if  the  Company is engaged in negotiations in
respect  of  an  acquisition  or  financing  transaction  and, in the good faith
judgment  of the Board of Directors such transaction would be adversely affected
by  the  filing  of the Registration Statement, the Company shall be entitled to
postpone  the filing of such registration statement until such transaction would
not be adversely affected by such filing, but, in any event, for a period not to
exceed  60  days.

     2.   Registration  Procedures.
          ------------------------

          (a)  In  performing  its  obligations  under Section 1 to register the
               Registration Shares, the Company will, subject to the limitations
               provided  herein,  as  expeditiously  as  possible:

                  (i)   prepare  and  file  with the Commission the Registration
                        Statement  and  use  its  commercially  reasonable  best
                        efforts  to cause such registration to become and remain
                        effective  for  the  term  specified  herein;


<PAGE>
                  (ii)  prepare and file with the Commission such amendments and
                        supplements  to  the  Registration  Statement  and  the
                        Prospectus  used  in  connection  therewith  as  may  be
                        necessary  to  keep the Registration Statement effective
                        in  accordance  with  the  terms if the Agreement and to
                        comply  with  the  provisions of the Securities Act with
                        respect  to the disposition of all shares covered by the
                        Registration  Statement;

                  (iii) furnish  to the Warrant Holder one conformed copy of the
                        Registration  Statement  and  of each such amendment and
                        supplement  thereto  (in  each  case  including  all
                        exhibits),  one  copy  of the Prospectus (including each
                        preliminary  prospectus  and any summary prospectus) and
                        any  other  Prospectus  filed  under  Rule 424 under the
                        Securities Act, and such other documents, as the Warrant
                        Holder  may  reasonably  request;

                  (iv)  use  its  reasonable  efforts to (a) register or qualify
                        the  Registration  Shares under such other securities or
                        blue  sky  laws  of  such  jurisdictions  as the Warrant
                        Holder  shall  reasonably  request,  (b)  keep  such
                        registration  or  qualification in effect for so long as
                        the  Registration  Statement  remains in effect, and (c)
                        take  any other action which may be reasonably necessary
                        or  advisable to enable the Warrant Holder to consummate
                        the  disposition  of  the  Registration  Shares  in
                        jurisdictions, except that the Company shall not for any
                        such  purpose  be  required  to  qualify generally to do
                        business  as  a  foreign corporation in any jurisdiction
                        wherein  it  would  not but for the requirements of this
                        subdivision  (iv) be obligated to be so qualified, or to
                        take  any  such  action  which would impose unreasonable
                        expense  on  the  Company;

                  (v)   notify  the Warrant Holder at any time when a Prospectus
                        relating  to  the  Registration Shares is required to be
                        delivered under the Securities Act, upon discovery that,
                        or upon the happening of any event as a result of which,
                        the  Prospectus  included the Registration Statement, as
                        then  in  effect,  includes  an  untrue  statement  of a
                        material  fact  or  omits  to  state  any  material fact
                        required  to  be stated therein or necessary to make the
                        statements  therein  not  misleading in the light of the
                        circumstances  under  which  they were made, and prepare
                        and furnish to the Warrant Holder one copy of supplement
                        to  or  an  amendment  of  such  Prospectus  as  may  be
                        necessary  so  that,  as  thereafter  delivered  to  the
                        purchasers of such securities, such Prospectus shall not
                        include  an  untrue statement of a material fact or omit
                        to  state  a  material  fact


                                                                          Page 2
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                        required  to  be stated therein or necessary to make the
                        statements  therein  not  misleading  in  the  light  of
                        circumstances  under  which  they  were  made;

                  (vi)  otherwise  use  reasonable  efforts  to  comply with all
                        applicable  rules  and  regulations  of  the Commission;

                  (vii) provide  and cause to be maintained a transfer agent for
                        the  Common  Stock  from and after a date not later than
                        the  effective  date  of  the  Registration  Statement;

                 (viii) properly  notify any securities exchange on which any of
                        the Company's Common Stock is listed of the registration
                        of  any  of  the  Registration  Shares, and use its best
                        efforts  to satisfy all prerequisites and regulations of
                        any  such  exchange  relating  to  the  trading  of such
                        Registration  Shares  on  such  exchange;

                  (ix)  if requested by the Warrant Holder, promptly incorporate
                        in  a  prospectus supplement or post-effective amendment
                        such  information  as  the  Warrant  Holder  reasonably
                        requests  to  be  included  therein  with respect to the
                        number  of Registration Shares being sold by the Warrant
                        Holder's  plan  of  distribution  and  promptly make all
                        required  filings  of  such  prospectus  supplement  or
                        post-effective  amendment;

                  (x)   as  promptly  as  practicable  after  filing  with  the
                        Commission  of  any  document  which  is incorporated by
                        reference  in  a  prospectus contained in a registration
                        statement,  deliver  a  copy  of  such  document  to the
                        Warrant  Holder;

                  (xi)  cooperate  with  the  Warrant  Holder  to facilitate the
                        timely  preparation  and  delivery  of certificates (not
                        bearing  any  restrictive  legends)  representing
                        Registration  Shares  to  be sold under the Registration
                        Statement,  in such denominations and registered in such
                        names  as the Warrant Holder may reasonably request; and

                  (xii) make available for inspection by the Warrant Holder, and
                        any  one attorney, accountant or other agent retained by
                        the  Warrant  Holder  of  the  Registration  Shares (the
                        "Inspector"), all financial and other records, pertinent
                        corporate  documents  and  properties  of  the  Company
                        (collectively,  the  "Records"),  as shall be reasonably
                        necessary to enable them to exercise their due diligence
                        responsibility,  and  cause  the  Company's  officers,
                        directors  and  employees  to  supply  all  information
                        reasonably  requested  by  any


                                                                          Page 3
<PAGE>
                        such  Inspector  in  connection  with  such Registration
                        Statement;  provided  that  records  which  the  Company
                        determines,  in good faith, to be confidential and which
                        it  notifies the Inspector are confidential shall not be
                        disclosed  by the Inspector unless (i) the disclosure of
                        such  Records  is  necessary  to  avoid  or  correct  a
                        misstatement  or  omission in the Registration Statement
                        or  (ii) the release of such Records is ordered pursuant
                        to  a  subpoena or other order from a court of competent
                        jurisdiction;  provided,  further,  the  Warrant  Holder
                        agrees  that  it  will, upon learning that disclosure of
                        such  Records  is  sought  in  a  court  of  competent
                        jurisdiction,  give  notice to the Company and allow the
                        Company, at its expense, to undertake appropriate action
                        and  to  prevent  disclosure  of  the  Records  deemed
                        confidential.

          (b)  All  expenses  incident  to  the  Company's  performance  of  its
               obligations  under  this Agreement, including without limitation,
               all registration and filing fees, fees and expenses of compliance
               with  securities  and  Blue Sky laws, printing expenses, fees and
               disbursements  of  the  Company's  counsel, independent certified
               public  accountants,  and  other  persons retained by the Company
               (all  such  expenses being herein called "Registration Expenses")
               will  be  borne  by  the  Company.  The  Warrant  Holder shall be
               responsible  for  all  discounts  and commissions relating to the
               Registration  Shares and for the fees and expenses of counsel and
               other  persons  engaged  by  the  Warrant  Holder.

     3.   Obligations  of  Warrant  Holder.
          --------------------------------

          (a)  The  Warrant  Holder  agrees  that  it  will  offer  and sell the
               Registration  Shares  in compliance with all applicable state and
               federal  securities  laws.  Specifically, without limitation, the
               Warrant  Holder agrees not to use any prospectus (as that term is
               defined  under the Securities Act) for the purpose of offering or
               selling  the  Registration  Shares  to  the public except for the
               Prospectus, as the same may be supplemented and amended from time
               to  time.

          (b)  The  Warrant  Holder agrees to promptly notify the Company as and
               when any Registration Shares are sold and when the Warrant Holder
               elects  to terminate all further offers and sales of Registration
               Shares pursuant to the Registration Statement. The Warrant Holder
               acknowledges  that  any  Registration  Shares which have not been
               sold  within  the  Termination Date or any earlier termination of
               the  distribution of the Registration Shares will be removed from
               registration  by  means  of  a  post-effective  amendment  to the
               Registration  Statement.

          (c)  It  shall  be  a  condition  precedent  to the obligations of the
               Company  to  take  any  action  with  respect  to registering the
               Registration  Shares  that the Warrant Holder furnish the Company
               in  writing  such  information  regarding  the  Warrant  Holder,


                                                                          Page 4
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               the  Registration Shares and other securities of the Company held
               by  Warrant  Holder,  and  the  distribution of such Registration
               Shares as the Company may from time to time reasonably request in
               writing.  If  the  Warrant  Holder refuses to provide the Company
               with  any  of such information in the Registration Statement, the
               Company may exclude the Warrant Holder's Registration Shares from
               the  Registration  Statement  if the Company provides the Warrant
               Holder  with  an  opinion  of  counsel  to  the  effect that such
               information  must  be  included in the Registration Statement and
               the  Warrant  Holder  thereafter  continues  to  withhold  such
               information.

          (d)  The  Warrant  Holder  agrees that upon receipt of any notice from
               the  Company  of the happening of any event of the kind described
               in Section 2(a)(v), the Warrant Holder will forthwith discontinue
               the  Warrant  Holder's  disposition  of  the  Registration Shares
               pursuant to the Registration Statement until the Warrant Holder's
               receipt  of  the copies of the supplemented or amended prospectus
               contemplated  by  Section  2(a)(v)  and,  if  so  directed by the
               Company,  will  deliver to the Company (at the Company's expense)
               all copies, other than permanent file copies then in such Warrant
               Holder's  possession,  of the Prospectus which was current at the
               time  of  receipt  of  such  notice.

     4.   Public  Offering  by  the  Company.  Notwithstanding  the registration
          ----------------------------------
rights  granted to the Warrant Holder under this Agreement, in the event Company
files  a  registration  statement  for an underwritten public offering of Common
Stock  (a  "Company  Offering")  while  the  Registration Statement covering the
Registration  Shares  is  effective,  then  upon  the  request  of the Company's
underwriter in such Company Offering, the Warrant Holder agrees to enter into an
agreement  pursuant  to  which  the  Warrant  Holder  will  be  prohibited  from
transferring  the  Registration Shares for such period from time to time, not to
exceed  90  days  after  completion  of  the  Company Offering, as the Company's
underwriter  may  request.  The  company may enter stop transfer orders with its
transfer  agent  in  order to effect this prohibition.  In the event the Company
makes  a  Company  Offering  and  the  Company's  underwriter  imposes  transfer
restrictions  on  the  sale  of Registration Shares, the period during which the
Registration  Statement  will  be  kept  current shall be extended for such like
period  of  time.

     5.   Restrictions  on  Transfer.  The  Warrant  Holder  agrees that it will
          --------------------------
not  sell, exchange, pledge or otherwise transfer any Registration Shares except
in transactions (i) made pursuant to the Registration Statement or (ii) pursuant
to  Rule 144 of the Securities Act and all applicable state securities laws, and
for  which  the  Company  is  provided with an opinion of counsel of the Warrant
Holder  and  other  evidence as may be reasonably satisfactory to the Company to
the effect that such transfer will not be in violation of the Securities Act and
all applicable state securities laws.


                                                                          Page 5
<PAGE>
     6.   Indemnification.
          ---------------

          (a)  Indemnification  by  the Company. To the extent permitted by law,
               --------------------------------
               the  Company  will,  and hereby does, indemnify and hold harmless
               the  Warrant  Holder,  its  directors  and  officers,  each other
               natural  person,  corporation,  business  trust,  association,
               company,  partnership,  joint  venture  and other entity (each, a
               "Person")  who  participates as an underwriter in the offering or
               sale  of  such  securities  and  each  other  Person, if any, who
               controls  the  Warrant  Holder or any such underwriter within the
               meaning  of  the  Securities  Act  or  otherwise, insofar as such
               losses,  claims,  damages  or  liabilities  (or  actions  or
               proceedings, whether commenced or threatened, in respect thereof)
               arise  out  of  or are based upon any untrue statement or alleged
               untrue  statement  of  any  material  fact  contained  in  any
               registration  statement  under  which  such  securities  were
               registered  under the Securities Act, any preliminary prospectus,
               final  prospectus or summary prospectus contained therein, or any
               amendment  or  supplement  thereto,  or  any  omission or alleged
               omission  to  state therein a material fact required to be stated
               therein  or  necessary  to  make  the  statements  therein  not
               misleading, and the Company will reimburse the Warrant Holder and
               each  such  director, officer, underwriter and controlling person
               for  any  legal or any other expenses reasonably incurred by them
               in  connection  with  investigating  or  defending any such loss,
               claim, liability, action or proceeding; provided that the Company
                                                       --------
               shall  not be liable in any such case to the extent that any such
               loss,  claim,  damage,  liability  (or  action  or  proceeding in
               respect  thereof)  or  expense  arises out of or is based upon an
               untrue  statement  or  alleged  untrue  statement  of omission or
               alleged  omission  made  in such registration statement, any such
               preliminary  prospectus,  final  prospectus,  summary prospectus,
               amendment  or  supplement  in  reliance  upon written information
               furnished  to the Company by the Warrant Holder expressly for use
               in  the  preparation thereof. Such indemnity shall remain in full
               force  and  effect  regardless of any investigation made by or on
               behalf  of  the  Warrant  Holder  or  any such director, officer,
               underwriter  or controlling person and shall survive the transfer
               of  Registration  Shares  by  the  Warrant  Holder.

          (b)  Indemnification by the Warrant Holder. To the extent permitted by
               -------------------------------------
               law, the Warrant Holder will, and hereby does, indemnify and hold
               harmless  (in the same manner and to the same extent as set forth
               in  subdivision  (a)  of  this  Section 6) each underwriter, each
               Person  who  controls  such underwriter within the meaning of the
               Securities  Act,  the Company, each director of the Company, each
               officer  of  the  Company  and  each  other  Person,  if any, who
               controls  the  Company  within the meaning of the Securities Act,
               with respect to any statement or alleged statement in or omission
               or  alleged  omission  from  such  registration  statement,  any
               preliminary  prospectus,  final  prospectus or summary prospectus
               contained


                                                                          Page 6
<PAGE>
               therein,  or  any  amendment  or  supplement  thereto,  if  such
               statement  or  alleged  statement or omission or alleged omission
               was  made  in  reliance upon written information furnished to the
               Company  by  the  Warrant  Holder  expressly  for  use  in  the
               preparation  of  such  registration  statement,  preliminary
               prospectus,  final  prospectus,  summary prospectus, amendment or
               supplement,  and  with  respect  to  any violation by the Warrant
               Holder  of  the  Securities  Act  of  the  Exchange  Act.

          (c)  Notices  of Claims, etc. Promptly after receipt by an indemnified
               -----------------------
               party  of  notice of the commencement of any action or proceeding
               involving  a  claim  referred to in the preceding subdivisions of
               this  Section  6,  such  indemnified  party  will,  if a claim in
               respect thereof is to be made against an indemnifying party, give
               written  notice to the latter of the commencement of such action,
               provided that the failure of any indemnified party to give notice
               as  provided  herein  shall not relieve the indemnifying party of
               its  obligations under the preceding subdivisions of this Section
               6,  except  to  the extent that the indemnified party is actually
               prejudiced  by  such  failure  to  give  notice. In case any such
               action  is  brought  against as indemnified party, unless in such
               indemnified  party's  reasonable  judgment a conflict of interest
               between such indemnified and indemnifying parties actually exists
               in  respect  of  such  claim,  the  indemnifying  party  shall be
               entitled  to  participate  in  and to assume the defense thereof,
               jointly  with  any other indemnifying party similarly notified to
               the extent that it may wish, with counsel reasonably satisfactory
               to such indemnified party, and after notice from the indemnifying
               party  to  such  indemnified  party of its election to assume the
               defense  thereof,  the  indemnifying party shall not be liable to
               such  indemnified  party  for  any  legal  or  other  expenses
               subsequently  incurred  by  the  latter  in  connection  with the
               defense  thereof other than reasonable costs of investigation. No
               indemnifying  party shall, without the consent of the indemnified
               party,  consent  to  entry  of  any  judgment  or  enter into any
               settlement  which  does  not  include  as  an  unconditional term
               thereof  the  giving  by  the  claimant  or  plaintiff  to  such
               indemnified  party  of a release from all liability in respect to
               such  claim  or  litigation.

          (d)  Other  Indemnification. Indemnification similar to that specified
               ----------------------
               in the preceding subdivisions of this Section 6 (with appropriate
               modifications)  shall  be  given  by  the Company and the Warrant
               Holder  with  respect  to  any  required  registration  or  other
               qualification  of  securities  under  any Federal or state law or
               regulation  of  any  governmental  authority  other  than  the
               Securities  Act.

          (e)  Indemnification  Payments.  The  indemnification required by this
               -------------------------
               Section  6  shall  be  made  by  periodic  payments of the amount
               thereof during the course of the investigation or defense, as and
               when  bills are received or expense, loss, damage or liability is
               incurred.


                                                                          Page 7
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     7.   Reporting  Requirements  Under  the  Exchange  Act.  At all times when
          ---------------------------------------------------
it  is legally required to do so, the Company shall use its best efforts to keep
effective  its  registration  under Section 12 of the Exchange Act and shall use
its  best  efforts to timely file such information, documents and reports as the
Commission  may  require  or prescribe under the Section 13 of the Exchange Act.

     8.   Notices.  All  notices  required  or  permitted  herein  must  be  in
          --------
writing  and  shall  be  deemed  to  have been duly given the first business day
following  the  date of service if served personally or by overnight air courier
guaranteeing  next day delivery, on the first business day following the date of
actual receipt of delivered by telecopier, telex, or other similar communication
to the party or parties to whom notice is to be given by registered or certified
mail,  return  receipt  requested, postage prepaid, to the Warrant Holder at the
address  set  forth  in  the  Subscription  Agreement, and to the Company at the
address  set  forth below, or to such other addresses as either party hereto may
designate  to  the  other  by  notice  from  time  to  time  for  this  purpose.

                         Environmental Safeguards, Inc.
                         2600 South Loop West, Ste. 645
                         Houston, Texas 77054
                         Attn:  Jim Percell
                         Telecopier No: (713) 641-3838

                         With a copy to:
                         ---------------
                         Axelrod, Smith & Kirshbaum
                         5300 Memorial Drive, Suite 700
                         Houston, TX 77007
                         Attn:  Robert Axelrod
                         Telecopier No: (713)552-0202

     9.   Entire  Agreement.  This agreement contains and constitutes the entire
          -----------------
agreement  between  and  among the parties with respect to the matters set forth
herein  and  supersedes  all  prior  agreements  and  understandings between the
parties  hereto  relating  to  the  subject matter hereof. There are agreements,
understandings,  restrictions,  warranties  or representatives among the parties
relating  to the subject matter hereof other than those set forth or referred to
herein.  This instrument is not intended to have any legal effect whatsoever, or
to  be  legally  binding  agreement  ort any evidence thereof, until it has been
signed  by  all  parties  hereto.

     10.  Binding  Effect.  This  Agreement  shall be binding on and enforceable
          ---------------
by  the  Warrant  Holder and by the Company and its successors. No transferee of
Registration  Shares  shall  acquire any rights under this Agreement except with
the written consent of the Company, which may be withheld for any reason. In the
event  the  Company  is a party to a merger or consolidation in a transaction in
which  the  Registration  Shares are converted into equity securities of another
entity,  then  the Company shall cause such other entity to assume the Company's
obligations  under  this  Agreement  such that this Agreement shall apply to the
equity  securities  received  by  the  Warrant


                                                                          Page 8
<PAGE>
Holder  in  exchange  for the Registration Shares, unless such equity securities
are,  upon  receipt  and  without  further action by the Warrant Holder, readily
salable  without  registration  under  the  Securities  Act.

     11.  Construction. This Agreement shall be construed, enforced and governed
          ------------
in  accordance  with  the  laws  of  the State  of  Texas.  All pronouns and any
variations thereof shall be deemed to refer to the masculine, feminine or neuter
gender  thereof  or  to  the  plurals  of each, as the identity of the person or
persons  or  the  context may require. The descriptive headings contained in the
Agreement  are  for  reference  purposes  only and are not intended to describe,
interpret,  define or limit the scope, extent or intent of this Agreement or any
provisions  contained  herein.

     12.  Invalidity.  If  any  provision  contained  in  this  Agreement  shall
          ----------
for  any  reason  be  held  to be invalid, illegal, void or unenforceable in any
respect,  such  provisions  shall  be  deemed  modified  so  as  to constitute a
provision  conforming  as  nearly  as possible to such invalid, illegal, void or
unenforceable  provisions  while  still remaining valid and enforceable, and the
remaining  terms  or  provisions contained herein shall not be affected thereby.

     13.  Counterparts.  This  agreement  may  be  executed  in  any  number  of
          ------------
Counterparts  and  by the parties hereto in separate Counterparts, each of which
when  so  executed  shall  be  deemed  to  be an original and all of which taken
together  shall  constitute  one  and  the  same  Agreement.

     14.  Amendments  and  Waivers.  The  provisions  of  this  Agreement  may
          ------------------------
not  be  amended,  modified  or  supplemented,  and  waivers  or  consents to or
departures  from  the  provisions  hereof  may  not be given unless agreed to in
writing  by  both  the  Company  and  the  Warrant  Holder.


                                                                          Page 9
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have executed this Agreement as of the
dates  shown  below.


     WARRANT HOLDER:                     RINECO RECYCLING, LLC

                                         By:  /s/ Michael R. Spinks
                                              ----------------------------------
                                         Name:  Michael R. Spinks
                                              ----------------------------------
                                         Title:  V.P. of Admin & CFO
                                               ---------------------------------
                                         Date:  3-20-03
                                               ---------------------------------

     COMPANY:                            ENVIRONMENTAL SAFEGUARDS, INC.

                                         By:  /s/ James S. Percell
                                            ------------------------------------
                                              James  S. Percell, President

                                         Date:  March 20, 2003
                                              ----------------------------------


                                                                         Page 10
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