SUBORDINATION AGREEMENT
                         [Carl B. Anderson, Jr.]

     THIS SUBORDINATION AGREEMENT (this "Agreement") is made as of
the 17th day of July, 1997, by and between CONGRESS FINANCIAL
CORPORATION (SOUTHWEST), a Texas corporation (together with its
successors and assigns and all other present and future holders of
all or part of the Senior Debt, individually and collectively,
"Senior Creditor"), and CARL B. ANDERSON, JR., an individual
(together with his successors and assigns and all other present and
future holders of all or part of the Subordinate Debt, individually
and collectively, "Subordinate Creditor").

                            RECITALS

  WHEREAS, Senior Creditor has made, or in the future will make,
credit accommodations available to Environmental Transportation
Services, Inc., an Oklahoma corporation ("ETS"), pursuant to the
terms and provisions of that certain Loan and Security Agreement,
dated as of even date herewith, by and among ETS, Ametech, Inc., an
Oklahoma corporation ("Ametech" and together with ETS, individually
and collectively, "Borrower") and Senior Creditor (as in effect or as
amended, modified, supplemented, renewed, and restated from time to
time, the "Senior Loan Agreement");

  WHEREAS, ETS has previously executed that certain Second Amended
and Restated Promissory Note, dated as of July 1, 1997, in the
original principal amount of One Hundred Ninety-Five Thousand Dollars
($195,000), to the order of Subordinate Creditor (as in effect or as
amended, modified, supplemented, renewed, and restated from time to
time, the "Subordinate Note"), a copy of which is attached hereto as
Exhibit A; and

  WHEREAS, as a condition to Senior Creditor making advances to
Borrower pursuant to the terms of the Senior Loan Agreement, Senior
Creditor has required that Senior Creditor and Subordinate Creditor
enter into this Agreement.

                            AGREEMENT

  NOW, THEREFORE, in consideration of the above recitals and the
provisions set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

  Section 1.     Definitions.  For purposes of this Agreement, the
following terms used herein shall have the following meanings:

               "Ametech" shall have the meaning set forth in the recitals
     hereto.
     
               "Borrower" shall have the meaning set forth in the recitals
     hereto.
     
                              -1-
<PAGE>
               "Collateral" shall mean any and all property (real or
     personal) which now constitutes or will constitute collateral or
     other security for payment of the Senior Debt pursuant to the
     Senior Loan Documents, including, but not limited to, Borrower's
     real property located in Oklahoma County, Oklahoma.
     
               "Enforcement Notice" shall mean a notice which states that
     a default or event of default under any provision of the
     Subordinate Debt has occurred and that Subordinate Creditor
     desires to take enforcement action as a consequence thereof.
     
               "ETS" shall have the meaning set forth in the recitals
     hereto.
     
               "Event of Default" shall have the same meaning as set forth
     in the Senior Loan Agreement.
     
               "Loan Party" means a Borrower.
     
               "Proceeding" shall mean any (a) insolvency, bankruptcy,
     receivership, custodianship, liquidation, reorganization or
     other similar proceeding relating to any Loan Party or
     substantially all of their respective properties, whether under
     any bankruptcy, reorganization or insolvency law or laws,
     federal or state, or any law, federal or state, relating to
     relief of debtors, readjustment of indebtedness or
     reorganization, (b) proceeding for any liquidation, liquidating
     distribution, dissolution or other winding up of any Loan Party
     or of all or substantially all of the assets, property or
     business of any Loan Party, voluntary or involuntary, whether
     or not involving insolvency or bankruptcy proceedings, by
     operation of law or otherwise, (c) assignment for the benefit
     of creditors of any Loan Party or (d) other marshalling of the
     assets of any Loan Party.
     
               "Proceeds" shall have the meaning assigned to it under the
     UCC, shall also include "products" (as defined in the UCC),
     and, in any event, shall include, but not be limited to (a) any
     and all proceeds of any insurance, indemnity, warranty, letter
     of credit or guaranty or collateral security payable to any
     grantor from time to time with respect to any of the
     Collateral, (b) any and all payments (in any form whatsoever)
     made or due and payable to the owner of the Collateral from
     time to time in connection with any requisition, confiscation,
     condemnation, seizure or forfeiture of all or any part of the
     Collateral by any governmental body, authority, bureau or
     agency (or any person acting under color of governmental
     authority) and (c) any and all other amounts from time to time
     paid or payable under or in connection with any of the
     Collateral.
     
               "Senior Creditor" shall have the meaning set forth in the
     introduction hereto.
     
               "Senior Debt" shall mean and include all indebtedness,
     obligations and liabilities of any Loan Party under the Senior
     Loan Documents, including, without limitation, all principal,
     premium, if any, and interest (including interest accrued
     subsequent to, and interest that would have accrued but for,
     the filing of any petition under any bankruptcy, insolvency or
     similar law), fees, expenses, reimbursements and other amounts

                                -2-     
<PAGE>
     payable thereunder, in either case whether now or hereafter
     arising, direct or indirect, primary or secondary, joint,
     several or joint and several, final or contingent and whether
     incurred as maker, endorser, guarantor or otherwise.
     
               "Senior Loan Agreement" shall have the meaning set forth
     in the recitals hereto.
     
               "Senior Loan Documents" shall mean the "Financing
     Agreements" (as such term is defined in the Senior Loan
     Agreement as in effect on the date hereof), including, without
     limitation, the Senior Notes.  
     
               "Senior Notes" shall mean the Term Note, as such term is
     defined in the Senior Loan Agreement.
     
               "Stop Payment Notice" shall have the meaning set forth in
     Section 4(a) hereof.
     
               "Subordinate Creditor" shall have the meaning set forth
     in the introduction hereto.
     
               "Subordinate Debt" shall mean and include all
     indebtedness, obligations and liabilities of any Loan Party
     under the Subordinate Loan Documents, including, without
     limitation, all principal, premium, if any, and interest
     (including post-petition interest accrued subsequent to the
     filing of any petition under any bankruptcy, insolvency or
     similar law), fees, expenses, reimbursements and other amounts
     payable thereunder.
     
               "Subordinate Loan Documents" shall mean the Subordinate
     Note, the Subordinate Mortgage and all other documents,
     instruments or agreements executed in connection therewith.
     
               "Subordinate Mortgage" shall mean that certain Mortgage
     and Security Agreement, dated as of November 29, 1996, by and
     between ETS and Subordinate Creditor, as recorded with the
     Oklahoma County Clerk on December 27, 1996, Document Number
     96177118, Book Number 7000, Pages 1145-1157, together with all
     amendments, modifications, supplements, renewals and
     restatements executed from time to time in connection
     therewith.
     
               "Subordinate Note" shall have the meaning set forth in the
     recitals hereto.
     
               "UCC" shall mean the Uniform Commercial Code as in effect
     from time to time in the State of Texas.
     
  Section 2.     No Payments in General on Subordinate Debt.  Except
as otherwise provided in Section 3 of this Agreement, as long as this
Agreement is in effect, Subordinate Creditor shall not, without the
prior written consent of Senior Creditor, be entitled to demand,
attempt to receive, or receive, and Subordinate Creditor hereby
agrees not to demand, attempt to receive or receive, any payment on
the Subordinate Debt or any portion thereof.


                             -3-
<PAGE>
  Section 3.     Permitted Payments on Subordinate Debt. 
Notwithstanding anything to the contrary contained in Section 2 of
this Agreement, Borrower may pay and Subordinate Creditor may receive
regularly scheduled monthly interest payments as is presently
provided for in the Subordinate Note, as detailed in the copy of the
Subordinate Note attached hereto as Exhibit A ("Permitted Payments");
provided however, that the right of Subordinate Creditor to receive
Permitted Payments may be suspended pursuant to Section 4 of this
Agreement.  Under no circumstances shall prepayments on the
Subordinate Debt constitute Permitted Payments.

  Section 4.     Subordination in the Event of Certain Defaults.

       (a)  If an Event of Default under the Senior Loan Agreement
occurs and is continuing, then (i) the rights of Subordinate
Creditor to receive any payment or distribution of any character,
whether in cash, securities or other property, with respect to the
Subordinate Debt shall be suspended from and after the date that the
holders of the Subordinate Debt receive a written notice to suspend
payments under the Subordinate Debt which is accompanied by a copy
of the notice of such default that Senior Creditor sent to Borrower
until such Event of Default is cured by Borrower or waived by Senior
Creditor (a "Stop Payment Notice"), and (ii) no payment, transfer of
any collateral, guarantee of any nature to secure or pay the
Subordinate Debt, or distribution of any character, whether in cash,
securities or other property shall be made by any Loan Party, or
received or accepted by Subordinate Creditor, on account of the
Subordinate Debt or in respect of the redemption, retirement,
purchase or other acquisition thereof, unless and until such Event
of Default shall have been cured or waived in accordance with the
provisions of the Senior Loan Agreement.

       (b)  Notwithstanding anything to the contrary contained in
this Section 4, Borrower may pay and Subordinate Creditor may take
and retain any Permitted Payment on the Subordinate Debt before
receipt by Subordinate Creditor of a Stop Payment Notice.

  Section 5.     Subordination in the Event of Insolvency, etc.  In
the event and during the continuance of any Proceeding, all Senior
Debt shall first be finally and irrevocably paid in full in cash
before any payment, transfer of any collateral, guarantee of any
nature to secure or pay the Subordinate Debt, or distribution of any
character, whether in cash, securities or other property, shall be
made, received or accepted for or on account of any Subordinate
Debt.  In the event of any Proceeding, any payment or distribution
in any such Proceeding of any kind or character, whether in cash,
securities or other property which would otherwise (but for this
Agreement) be payable or deliverable in respect of any Subordinate
Debt shall be paid or delivered by the person making such
distribution or payment, transfer of any collateral, guarantee of
any nature to secure or pay the Subordinate Debt, whether a trustee
in bankruptcy, receiver, assignee for the benefit of creditors,
liquidating trustee or agent, or otherwise, directly to Senior
Creditor, for application in payment of the Senior Debt in
accordance with the priorities then existing among such holders, to
the extent necessary to pay in full all Senior Debt then remaining
unpaid, after giving effect to any concurrent payment or
distribution to the holders of Senior Debt.  The holders of the
Senior Debt are hereby authorized to file an appropriate claim for
and on behalf of the holders of the Subordinate Debt relating to the
Subordinate Debt if they or any of them do not file, and there is
not otherwise filed on behalf of the holders of the Subordinate
Debt, a proper claim or proof of claim in the form required in any

                                -4-
<PAGE>
such Proceeding prior to thirty (30) days before the expiration of
the time to file such claim or claims.  Subordinate Creditor hereby
further agrees to take any action in connection with any Proceeding
as shall be reasonably requested from time to time by Senior
Creditor in respect of the Subordinate Debt in order to enable the
holders of the Senior Debt to enforce the rights described above in
this Section 5 in any of such Proceedings and to otherwise cooperate
with the holders of the Senior Debt in any manner as shall be
reasonably requested from time to time by the holders of the Senior
Debt in order to enable the holders of the Senior Debt to enforce
the rights described above in this Section 5 in any of such
Proceedings.

  Section 6.     Standstill.  Subordinate Creditor agrees to
promptly send to Senior Creditor a copy of any notice of default
under the Subordinate Debt sent to any Loan Party and further agrees
that Subordinate Creditor shall not exercise any rights or remedies
or take any enforcement action available upon the occurrence of a
default or an event of default or otherwise under the Subordinate
Loan Documents or take any action toward the collection of any
Subordinate Debt until the earliest of (a) the occurrence of a
Proceeding, or (b) all of the Senior Debt shall have been paid in
full in cash and all commitments of Senior Creditor to lend under
the Senior Loan Agreement shall have been terminated.

  Section 7.     Payments Notwithstanding.  No payment or
distribution of any character, whether in cash, securities or other
property to which Subordinate Creditor would have been entitled in
connection with the Subordinate Debt, except as otherwise provided
for under the provisions of this Agreement and that shall have been
made to or for the account of Senior Creditor shall, as between each
Loan Party and its creditors (other than Senior Creditor), be deemed
to be a payment or distribution by such Loan Party to or for the
account of Senior Creditor, and from and after the payment in full
in cash of all Senior Debt and termination of all commitments to
lend of Senior Creditor under the Senior Loan Agreement, Subordinate
Creditor shall be subrogated to all rights of Senior Creditor to
receive any further payments or distribution applicable to the
Senior Debt until the principal of and interest on the Subordinate
Debt shall be paid in full, and no such payment or distribution made
pursuant to such rights of subrogation to Subordinate Creditor that
otherwise would be payable or distributable to or for the account of
Senior Creditor shall, as between each Loan Party and its creditors
(other than Subordinate Creditor), be deemed to be a payment or
distribution by such Loan Party to Subordinate Creditor or on
account of the Subordinate Debt.

  Section 8.     No Prejudice or Impairment.  The provisions of
this Agreement are solely for the purposes of defining the relative
rights of Senior Creditor, on the one hand, and Subordinate
Creditor, on the other hand.  Senior Creditor shall not be
prejudiced in the right to enforce subordination of the Subordinate
Debt by any act or failure to act by any Loan Party or anyone in
custody of its assets or property.  Nothing herein shall impair, as
between each Loan Party and Subordinate Creditor, the obligation of
such Loan Party to pay to Subordinate Creditor the principal of and
interest on the Subordinate Debt as and when the same shall become
due in accordance with their terms, nor shall anything herein
prevent Subordinate Creditor from exercising all remedies otherwise
permitted by applicable law upon default under the Subordinate Loan
Documents, subject, however, to the provisions of this Agreement and
the rights of Senior Creditor to the extent provided herein.


                              -5-
<PAGE>
  Section 9.     Turnover of Payments.  If any payment,
distribution or security, or the proceeds of any thereof, shall be
collected or received by Subordinate Creditor in connection with the
Subordinate Debt in contravention of any of the terms of this
Agreement and prior to the irrevocable payment in full in cash of
all Senior Debt, the holder thereof will forthwith deliver such
payment, distribution, security or proceeds to Senior Creditor and,
until so delivered, the same shall be held in trust by such holder
as the property of Senior Creditor.

  Section 10.    Priorities Regarding Collateral; Management of
Collateral; Limitation of Remedies of Subordinate Creditor as to
Collateral.  

            (a)  Any and every lien and security interest in the
     Collateral in favor of or held for the benefit of Senior
     Creditor have and shall have priority over any lien or security
     interest that Subordinate Creditor now has or may hereafter
     acquire in the Collateral, whether by contract, operation or
     rule of law or otherwise, notwithstanding any statement or
     provision contained in the Subordinate Loan Documents or
     otherwise to the contrary and irrespective of the time or order
     of filing or recording of financing statements, deeds of trust,
     mortgages or other notices of security interests, liens or
     assignments granted pursuant thereto, and irrespective of
     anything contained in any filing or agreement to which any
     party hereto or its respective successors and assigns may now
     or hereafter be a party, and irrespective of the ordinary rules
     for determining priorities under the UCC or under any other law
     governing the relative priorities of secured creditors.  At any
     time during which all or any part of the Senior Debt remains
     outstanding, and whether or not the same is then due and
     payable, the Proceeds of any sale, disposition or other
     realization by Senior Creditor or (or any agent therefor) upon
     all or any part of the Collateral after the occurrence of an
     Event of Default that is continuing shall be applied in the
     following order of priorities irrespective of the application
     of any rule of law or the defect or impairment of any Senior
     Loan Document, Subordinate Loan Document or security interest,
     lien or assignment thereunder:
     
     first,    to the payment of all costs and expenses
               of Senior Creditor and/or its agent or
               agents (including, without limitation, the
               reasonable fees and expenses of legal counsel and
               other agents) incurred in connection with the
               collection of such Proceeds or the protection of the
               rights and interests of Senior Creditor therein;
               
     second,   to the payment in full of all Senior
               Debt in the manner provided in the Senior Loan
               Documents;
               
     third,    to the payment in full of all Subordinate Debt
               or to such other parties as their interest
               lawfully appears, in such order as Subordinate
               Creditor shall determine, in its sole
               discretion; and
               
    finally,   to pay any surplus then remaining to the owner
               of the Collateral or its successors or assigns 
               or as a court of competent jurisdiction may
               direct.


                                 -6-
<PAGE>
     In the event any party to this Agreement receives Proceeds of
     the Collateral to which it is not entitled under this Section
     10, such party shall be deemed to hold all of such Proceeds in
     trust for the benefit party entitled thereto under this Section
     10.  
     
     (b)  Senior Creditor shall have the exclusive right to
     manage, perform and enforce the terms of the Senior Loan
     Documents with respect to the Collateral, to exercise and
     enforce all privileges and rights thereunder according to its
     discretion and the exercise of its business judgment including,
     but not limited to, the exclusive right to take or retake
     possession of the Collateral and to hold, prepare for sale,
     process, sell, lease, dispose of, or liquidate the Collateral,
     pursuant to a foreclosure or otherwise.  Even if Subordinate
     Creditor is otherwise permitted pursuant to Section 6 hereof to
     exercise rights and remedies and take enforcement action with
     respect to Borrower, until all Senior Debt is irrevocably paid
     in full in cash and all commitments of Senior Creditor to lend
     under the Senior Loan Agreement have terminated, Subordinate
     Creditor shall not take or attempt to take any action or
     exercise or attempt to exercise any rights and remedies against
     all or any portion of the Collateral, except to the extent, and
     only to the extent, such action is necessary to toll any
     applicable statute of limitations.  Notwithstanding anything to
     the contrary contained in any document, instrument or agreement
     evidencing, securing or otherwise executed in connection with
     the incurrence of the Subordinate Debt, only the Senior
     Creditor shall have the right to restrict or permit, or approve
     or disapprove, the sale, transfer or other disposition, by
     Borrower or otherwise, of Collateral. Should Senior Creditor
     elect to exercise their rights and remedies with respect to any
     of the Collateral, Senior Creditor may proceed to do so without
     regard to any interest of Subordinate Creditor, and Subordinate
     Creditor waives any claims that it may have against Senior
     Creditor for any disposition of the Collateral.
     
     (c)  Subordinate Creditor shall not contest (and hereby
     waives any right to contest) or support any other person or
     entity in contesting, in any action or Proceeding or otherwise,
     the priority, validity or enforceability of any liens or
     security interests of Senior Creditor in the Collateral or of
     any claims made by the holders of the Senior Debt pursuant to
     the terms of the Senior Loan Documents.
     
  Section 11.    Benefit of Agreement; Amendments of Certain
Documents; etc.  This Agreement shall constitute a continuing offer
to all persons who, in reliance upon such provisions, become a
Senior Creditor, and such provisions are made for the benefit of
Senior Creditor and Senior Creditor may enforce such provisions. 
Subordinate Creditor shall not amend the payment, prepayment or
interest rate provisions of the Subordinate Debt nor amend any of
the covenants or events of default thereunder in a manner more
restrictive on or to Borrower nor amend or modify the provisions of
the Subordinate Loan Documents in any respect which adversely
affects Senior Creditor or violates the terms of the Senior Loan
Agreement as such document is in effect on the date hereof, without
the prior written consent of all holders of Senior Debt so affected.
Neither Senior Creditor nor Subordinate Creditor shall have any
obligation to preserve rights in the Collateral against any prior
parties or to marshal  any of the Collateral for the benefit of any
person or entity.  No failure to exercise, and no delay in
exercising on the part of any party hereto, any right, power or

                                -7-
<PAGE>
privilege under this Agreement shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, power or
privilege under this Agreement preclude any other or further
exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies provided in this Agreement are
cumulative and shall not be exclusive of any rights or remedies
provided by law.  Any agreements, documents or instruments which at
any time evidence the Subordinate Debt or any part thereof shall be
marked with a legend stating that payment hereunder is subject to
the terms and provisions of this Agreement.  Subordinate Creditor
hereby consents to the execution and delivery of the Senior Loan
Documents and agrees that the performance (including, without
limitation, the making of future borrowings and the granting by
Borrower to Senior Creditor a mortgage, which shall be senior in
priority to the Subordinate Mortgage) by Borrower of its obligations
under the Senior Loan Documents will not constitute a default or an
event of default under the Subordinate Loan Documents.  The
Subordinate Creditor acknowledges and agrees that the Senior
Creditor has relied upon the subordination and consent provided for
herein in entering in to the Senior Loan Documents and in providing
for the credit facilities described therein.

  Section 12.    Representations and Warranties.  Each of the
parties hereto hereby represents and warrants that (a) it has full
power, authority and legal right to make and perform this Agreement,
and (b) this Agreement is its legal, valid and binding obligation,
enforceable against it in accordance with its terms.

  Section 13.    Amendment.  Neither this Agreement nor any of the
terms hereof may be amended, waived, discharged or terminated unless
such amendment, waiver, discharge or termination is in writing
signed by Senior Creditor and Subordinate Creditor.

  Section 14.    Successors and Assigns.  This Agreement, and the
terms, covenants and conditions hereof, shall be binding upon and
inure to the benefit of the parties hereto, and their respective
successors and assigns, and no other person or entity shall have any
right, benefit, priority or other interest under, or because of the
existence of, this Agreement.

  Section 15.    Governing Law.  This Agreement will be construed
in accordance with and governed by the law of the State of Texas.

  Section 16.    Notices.  Whenever it is provided herein that any
notice, demand, request, consent, approval, declaration or other
communication shall or may be given to or served upon any of the
parties by another, or whenever any of the parties desires to give
or serve upon another any such communication with respect to this
Agreement, each such notice, demand, request, consent, approval,
declaration, or other communication shall be in writing (including
by telegraph, telecopier or telex) and shall be deemed to have been
duly given and received, for purposes hereof, when delivered by hand
or three days after being deposited in the mail, postage prepaid,
or, in the case of telegraphic notice, when delivered to the
telegraph company, or in the case of telex notice, when sent, answer
back received, or in the case of telecopy notice, when sent to the
number set forth below, addressed as follows:

If to Senior Creditor:          Congress Financial Corporation
                                (Southwest)

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<PAGE>
                                 1201 Main Street, Suite 1625
                                 Dallas, Texas  75250
                                 Attn.:  Loan Administrator
                                 Telecopy No: (214) 748-9118


with courtesy copies to:        Patton Boggs, L.L.P.
                                2626 Cole, Suite 300
                                Dallas, Texas  75204
                                Attn.: Larry A. Makel, Esq.
                                Telecopy No: (214) 871-2141

If to Subordinate Creditor:     Carl B. Anderson, Jr.
                                1813 S.E. 25th Street
                                Oklahoma City, Oklahoma  73129
                                Telecopy No.:  (405) 672-1781

If to Borrower:                 Ametech, Inc.
                                Environmental Transportation 
                                Services, Inc.
                                1813 S.E. 25th Street
                                Oklahoma City, Oklahoma  73129
                                Attn: Mr. Kerry Willingham,
                                      Vice President-Finance
                                Telecopy No.:  (405) 672-1781

with a courtesy copy to:        Connor & Winters
                                One Leadership Square
                                211 N. Robinson, Suite 1700
                                Oklahoma City, Oklahoma  73102
                                Attn:  Irwin Steinhorn, Esq.
                                Telecopy No.: (405) 232-2695

or at such address as may be substituted by notice given as herein
provided.  The giving of any notice required hereunder may be waived
in writing by the party entitled to receive such notice.  Every
notice, demand, request, consent, approval, declaration or other
communication hereunder shall be deemed to have been duly given or
served on the date on which personally delivered, with receipt
acknowledged, or five business days after  the same shall have been
deposited in the United States mail, certified, return receipt
requested.  Failure or delay in delivering copies of any notice,
demand, request, consent, approval, declaration or other
communication to the persons designated above to receive copies
shall in no way adversely affect the effectiveness of such notice,
demand, request, consent, approval, declaration or other
communication.

  Section 18.    Counterparts.  This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.

                                -9-
<PAGE>                             
       IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their proper and duly authorized officers as
of the day and year first above written.

                              SENIOR CREDITOR:

                              CONGRESS FINANCIAL CORPORATION
                              (SOUTHWEST)
                               
                              By:  /s/ Gill Elmore
                                  _______________________________
                              Name:  Gill Elmore
                                   _____________________________
                              Title:  V. P.
                                    ____________________________

                              SUBORDINATE CREDITOR:

                              /s/ Carl B. Anderson, Jr.
                              ____________________________________
                              CARL B. ANDERSON, JR., an individual

                               -10-
<PAGE>
                              BORROWER'S AGREEMENT


  The undersigned, the Borrower mentioned in the foregoing
Subordination Agreement, hereby acknowledges receipt of a copy
thereof, acknowledges that the Subordinate Debt mentioned therein is
payable as stated therein, and agrees to make no payment of principal
of or interest on the Subordinate Debt so long as the undersigned
shall be indebted to Senior Creditor, except (i) such payments as may
be made to Senior Creditor, (ii) such payments as may be made with
the prior written consent of Senior Creditor, and (iii) such payments
as are permitted by Paragraph 3 of the foregoing Subordination
Agreement.  If (a) the undersigned makes any other payment of the
Subordinate Debt, except such payments as are permitted by Paragraph
3 of the foregoing Subordination Agreement, (b) any term of the
foregoing Subordination Agreement or this Borrower s Agreement is
breached by any party which executed same, or (c) the undersigned
fails to make any payment of the Subordinate Debt when due after
Senior Creditor has given its written consent to the making of such
payment, then, notwithstanding any contrary provisions of that
certain Loan and Security Agreement, dated as of even date herewith,
among Senior Creditor and Borrower (as the same thereafter was or
hereafter may be renewed, extended, modified and restated from time
to time), Senior Creditor may, at its sole election, declare all or
any portion of the Senior Debt to be immediately due and payable
without demand or notice of any kind.

  Dated:    July 17, 1997.

                              AMETECH, INC.


                              By:  /s/ Kerry Willingham
                                 ______________________________
                              Name:  Kerry Willingham
                                   ____________________________
                              Title:  V. P. Finance
                                   ____________________________


                              ENVIRONMENTAL TRANSPORTATION
                              SERVICES, INC.


                              By:  /s/ Kerry Willingham
                                 _____________________________
                              Name: Kerry Willingham
                                   ___________________________
                              Title: V. P. Finance
                                    __________________________



                                -11-