UNSECURED PROMISSORY NOTE


$225,000                                Oklahoma City, Oklahoma
                                        Effective July 18, 1997

     FOR VALUE RECEIVED, the undersigned, AMETECH, Inc., an Oklahoma
corporation and ENVIRONMENTAL TRANSPORTATION SERVICES, INC., an
Oklahoma corporation (collectively "Maker"), jointly and severally
promise to pay to the order of THE CIT GROUP/EQUIPMENT FINANCING,
INC., a New York corporation, at 300 S. Grand Avenue, 3rd Floor in
Los Angeles, California 90071, or at such other place as may be
designated in writing by the holder of this Note, the principal sum
of TWO HUNDRED TWENTY-FIVE THOUSAND AND 00/100 DOLLARS
($225,000.00), together with interest thereon from the date hereof
at the fixed rate of ten percent (10%) per annum on the unpaid
balance, both principal and interest due and payable in lawful money
of the United States of America as follows: 

     Monthly payments of principal and interest will be
     payable commencing on August 30, 1998, in accordance with
     and subject to the restrictions, limitations and condi-
     tions as described in that certain Subordination Agree-
     ment ("Subordination Agreement")  dated July 17, 1997, by
     and among The CIT Group/Equipment Financing, Inc., the
     Maker, and Congress Financial Corporation (Southwest), a
     Texas corporation, until this Note is paid in full.  The
     Subordination Agreement is attached hereto as Exhibit
     "A."  All interest will be computed at a per diem charge
     for the actual number of days elapsed on the basis of a
     year consisting of three hundred sixty-five (365) days. 
     The entire unpaid principal balance of this Note plus all
     accrued and unpaid interest thereon will be due and
     payable in the form of a lump sum balloon payment within
     fifteen (15) business days of the latter of the (a) date
     upon which payment in full of any and all Senior Indebt-
     edness (as defined in the Subordination Agreement) is
     made and (b) the date upon which the Subordination
     Agreement is terminated pursuant to its terms. 

     The undersigned agrees that if, and as often as, this Note is
placed in the hands of an attorney for collection, or to defend or
enforce any of the holder's rights hereunder, the undersigned will
pay to such holder its reasonable attorneys' fees, together with all
court costs and other expenses paid by such holder, subject to, and
except as otherwise provided by, the terms of the Subordination
Agreement.

     On the failure of the undersigned to pay any amount when due
hereunder, or on the breach of any provision of this Note, or on the
default in payment of any other indebtedness owing by the under-
signed to the holder hereof, at the option of the holder, the entire
indebtedness hereby evidenced will immediately become due, payable
and collectible, regardless of the date of maturity hereof, and
forthwith, without further notice or demand, subject to, and except
as otherwise provided by, the terms of the Subordination Agreement. 

<PAGE>
Notice of nonpayment, presentment, protest, notice of dishonor, or
other notice of any kind or nature, all of which are expressly
waived by maker and all endorsers, sureties, guarantors and all
other persons who may become liable for all or any part of this
obligation.

      This Note is to be construed according to the laws of the
State of Oklahoma.  The undersigned hereby waives all objections to
venue and consents to the jurisdiction of any state or federal court
located in Oklahoma County, Oklahoma in connection with any action
instituted by the holder of this Note by reason of or arising out
of the execution, delivery or performance of this Note.

     The undersigned will have the right at any time and from time
to time to prepay the unpaid principal amount of the Note in whole
or in part without premium or penalty, subject to, and except as
otherwise provided by, the terms of the Subordination Agreement

     From time to time the maturity date of this Note may be
extended, or this Note may be renewed, in whole or in part, or a new
Note of different form may be substituted for this Note and/or the
rate of interest may be changed or changes may be made in consider-
ation of loan extensions, and the holder, from time to time, may
waive or surrender, either in whole or in part, rights, guarantees,
security interests, or liens, given for the benefit of the holder
in connection with the payment and the securing of the payment of
this Note but no such occurrence shall in any manner affect, limit,
modify or otherwise impair any rights, guarantees or security of the
holder not specifically waived, released or surrendered in writing,
nor shall Maker or any guarantor or endorser or any other person who
is or might be liable hereon, either primarily or secondarily, be
released from such liability by reason of the occurrence of any such
event.  The holder hereof, from time to time, shall have the
unlimited right to release any person who is or might be liable
hereon and such release shall not affect or discharge the liability
of any other party who is or might be liable hereon.  Maker and each
surety, endorser and guarantor hereof (whether or not any such
suretyship, endorsement or guaranty or the execution thereof appears
on this Note or is by separate instrument) hereby specifically
consents and agrees to any renewal of this Note or to any extension,
acceleration or postponement of the time of payment or any other
indulgence, to any substitution, exchange or resale of any security
given for the payment hereof and to the release of any party
primarily or secondarily liable hereon without prejudice to the
holder and without notice to Maker or any such endorser, guarantor
or surety, any such notice being hereby specifically waived. 
Nothing contained herein shall be construed, expressly or impliedly,
to obligate the holder hereof to make any further or future advance
or loan to Maker whether requested or not.

     The indebtedness evidenced by this Note represents the only
existing indebtedness of either AMETECH, Inc. or Environmental
Transportation Services, Inc. in favor of The CIT Group/Equipment
Financing, Inc. and there are no other sums of money due or owing
to The CIT Group/Equipment Financing by either AMETECH, Inc. or
Environmental Transportation Services, Inc.  


                                -2-
<PAGE>
     The makers, endorsers, sureties, guarantors and all other
persons who may become liable for all or any part of this obligation
severally waive presentment for payment, protest and notice of
nonpayment.  Said parties consent to any extension of time (whether
one or more) of payment hereof, release of all or any part of the
security for payment hereof, or release of any party liable for
payment of this obligation.  Any such extension or release may be
made without notice to any party and without discharging said
party's liability hereunder.



THIS NOTE IS GIVEN BY THE UNDERSIGNED AND ACCEPTED BY THE HOLDER
HEREOF PURSUANT TO AND SUBJECT TO THE TERMS OF THE SUBORDINATION
AGREEMENT, WHICH HAS BEEN NEGOTIATED, CONSUMMATED AND IS TO BE
PERFORMED IN OKLAHOMA CITY, OKLAHOMA COUNTY, OKLAHOMA.  MAKER SHALL
MAKE NO PAYMENT AND HOLDER SHALL NEITHER DEMAND NOR ACCEPT ANY
PAYMENT HEREUNDER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS
OF THE SUBORDINATION AGREEMENT. 



                              ENVIRONMENTAL  TRANSPORTATION
                              SERVICES, INC., 
                              an Oklahoma corporation

                         
                              By: /s/ Kerry Willingham
                                 __________________________________
                                  Vice President - Finance

                              AMETECH, INC., 
                              an Oklahoma corporation

                         
                              By:
                                 __________________________________
                                  Vice President - Finance





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