SUBORDINATION AGREEMENT


     THIS SUBORDINATION AGREEMENT (this "Agreement") is made as of
July 17, 1997, by and among The CIT Group/Equipment Financing,
Inc., a New York corporation (the "Junior Creditor"), Ametech,
Inc., an Oklahoma corporation ("Ametech"), Environmental
Transportation Services, Inc., an Oklahoma corporation ("ETS";
Ametech and ETS are collectively and individually referred to
herein as the "Borrower"), and Congress Financial Corporation
(Southwest), a Texas corporation ("Lender").

                                 RECITALS

     1.   Lender has made, or in the future may make, credit
accommodations available to Borrower pursuant to the terms and
provisions of that certain Loan and Security Agreement, of even
date herewith, by and between Lender and Borrower (as amended,
modified, extended and restated from time to time, the "Loan
Agreement").

     2.   Borrower has executed that certain Unsecured Promissory
Note, effective July 18, 1997, in the stated principal amount of
$225,000 payable to the Junior Creditor, a copy of which is
attached hereto as Exhibit A (the "Junior Note").

     3.   In order to induce Lender to make the credit
accommodations described above available to Borrower, Junior
Creditor has agreed to subordinate certain of its rights and claims
now existing or hereafter arising against Borrower to the rights
and claims of Lender now existing or hereafter arising against
Borrower, all in accordance with the terms and provisions of this
Agreement.

     4.   The parties hereto are entering into this Agreement in
order to set forth their agreements as to payment of the Senior
Indebtedness (hereinafter defined) and the Junior Indebtedness
(hereinafter defined) and their agreements as to certain other
matters.

     NOW, THEREFORE, for and in consideration of the premises and
the mutual agreements contained herein, the parties hereto hereby
agree as follows:

                            ARTICLE I
                           DEFINITIONS

  1.1  Defined Terms.  As used in this Agreement, the terms defined
above shall have their respective meanings set forth above and the
following terms shall have the following meanings:

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               "Collateral" shall mean any and all property which
     now constitutes or hereafter will constitute collateral or
     other security for payment of the Senior Indebtedness pursuant
     to the Senior Documents or otherwise.
     
                "Distribution" by any Person shall mean (a) with respect
     to any stock or partnership interest issued by such Person,
     the retirement, redemption, purchase or other acquisition for
     value of any such stock or partnership interest, (b) the
     declaration or payment of any dividend or other distribution
     on or with respect to any such stock or partnership interest,
     (c) any loan or advance by such Person to, or other investment
     by such Person in, the holder of any such stock or partnership
     interest, and (d) any other payment (other than ordinary
     salaries to employees or advances made in the ordinary course
     of business to employees for travel or other expenses incurred
     in the ordinary course of business) by such Person to or for
     the benefit of the holder of any such stock or partnership
     interest.
     
                "Junior Documents" shall mean any and all agreements,
     documents and instruments evidencing, governing or executed or
     delivered in connection with the Junior Indebtedness,
     including, without limitation, the Junior Note.
     
                "Junior Indebtedness" shall mean any and all
     indebtedness, obligations and liabilities of every kind and
     character of either Borrower now or hereafter owing to Junior
     Creditor, including, without limitation, the indebtedness
     evidenced and to be evidenced by the Junior Documents, whether
     such indebtedness, obligations and liabilities are direct or
     indirect, primary or secondary, joint, several or joint and
     several, fixed or contingent and whether incurred by either
     Borrower as maker, endorser, guarantor or otherwise.
     
               "Person" shall mean and include an individual, a
     partnership, a corporation, a business trust, a joint stock
     company, a trust, an unincorporated association, a joint
     venture or other entity or a governmental authority.
     
               "Proceeds" shall have the meaning assigned to it under
     the Uniform Commercial Code, shall also include  products  (as
     defined in the Uniform Commercial Code), 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 mean Lender and its successors
     and assigns.
     
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<PAGE>
               "Senior Documents" shall mean any and all agreements,
     documents and instruments evidencing, governing or executed or
     delivered in connection with the Senior Indebtedness,
     including, without limitation, the Loan Agreement.
     
               "Senior Indebtedness" shall mean any and all
     indebtedness, obligations and liabilities of every kind and
     character of Borrower now or hereafter owing to Senior
     Creditor, whether such indebtedness, obligations and
     liabilities are direct or indirect, primary or secondary,
     joint, several or joint and several, fixed or contingent and
     whether incurred by Borrower as maker, endorser, guarantor or
     otherwise, including, without limitation, any and all
     indebtedness, obligations and liabilities of Borrower now or
     hereafter owing to Senior Creditor pursuant to or evidenced by
     the Senior Documents.
     
                              ARTICLE II
                         RIGHTS IN COLLATERAL
     
          2.1  Priorities Regarding Collateral.  The Junior
     Indebtedness is unsecured and shall not be secured, by any
     lien on or securing interest in any assets or properties of
     Borrower, or otherwise, in any way during the term of this
     Agreement.  Without affecting Junior Creditors obligations
     set forth in this Agreement not to obtain any lien or security
     interest, any and every lien and security interest in the
     Collateral in favor of or held for the benefit of the Senior
     Creditor has and shall have priority over any lien or security
     interest that Junior Creditors might have or acquire in the
     Collateral notwithstanding any statement or provision
     contained in the Junior 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 Uniform Commercial Code or under any
     other law governing the relative priorities of secured
     creditors.
     
          2.2  Management of Collateral.  Senior Creditor shall
     have the exclusive right to manage, perform and enforce the
     terms of the Senior 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.  Notwithstanding anything to the contrary contained
     in any document, instrument or agreement  evidencing, securing
     or otherwise executed in connection with the incurrence of the
     Junior Indebtedness, only the Senior Creditor shall have the
     right to restrict or permit, or approve or disapprove, the
     sale, transfer or other disposition of Collateral. 
     Accordingly, should Senior Creditor elect to exercise its
     rights and remedies with respect to any of the Collateral,
     Senior Creditor may proceed to do so without regard to any
     interest of Junior Creditor, and Junior Creditor waives any
     claims that it may have against Senior Creditor for any
     disposition of the Collateral.  Without affecting Junior
     Creditor's obligations set forth in this Agreement not to
     obtain any lien on or security interest in any of the
     
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<PAGE>
     Collateral, Junior Creditor agrees, whether or not a default
     has occurred in the payment of any indebtedness or the
     performance of any other obligations to it, that any liens on
     and security interests in the Collateral or any portion
     thereof that it might have or acquire shall automatically be
     fully released ipso facto as to all indebtedness and other
     obligations secured thereby owing to Junior Creditor if and
     when Senior Creditor releases its lien in and security
     interest on such Collateral or any portion thereof.
     
                             ARTICLE III
                               PROCEEDS
     
          3.1  Distribution of Proceeds of Collateral.  At any time
     during which all or any part of the Senior Indebtedness
     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 other party hereto (or any
     agent therefor) upon all or any part of the Collateral 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 Document, Junior 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 counsel to Senior Creditor) 
                           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
                           Indebtedness in such order as Senior Creditor
                           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 juris-
                           diction may direct.
     
          3.2  Contingent Obligations.  For purposes of
     distributing the Proceeds of Collateral pursuant to this
     Article III, the portion of Senior Indebtedness consisting of
     loans or advances not yet made by Senior Creditor to Borrower
     under the Senior Documents shall be considered Senior
     Indebtedness then outstanding, and the Senior Creditor shall
     have the right to retain, in a cash collateral account, cash
     collateral equal to the amount thereof which Senior Creditor
     determines, in its sole discretion, may rise or exist from
     time to time.
     
          3.3  Holding of Proceeds in Trust.  In the event any
     party to this Agreement other than Senior Creditor receives
     the Proceeds of the Collateral, such party shall be deemed to
     hold all of such Proceeds in trust for the benefit of Senior
     Creditor until the proper application thereof in accordance
     with Section 3.1 hereof.  No party to this Agreement shall
     seek to challenge the validity, enforceability, priority or
     perfection of any of the Senior Documents if the purpose or
     effect thereof would in any manner defeat or delay the
     distribution of the Proceeds of any Collateral in the manner
     set forth in Section 3.1 hereof.
     
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<PAGE>
                              ARTICLE IV
                            SUBORDINATION
     
          Junior Creditor covenants and agrees that the Junior
     Indebtedness, howsoever evidenced and whether now existing or
     hereafter incurred, shall be subordinate and junior in right
     of payment, to the extent and in the manner hereinafter set
     forth, of all Senior Indebtedness:
     
               (a)  The holder of the Senior Indebtedness shall first be
     finally and irrevocably paid in cash an aggregate amount equal
     to the principal thereof and termination fees, if any,
     interest at the time due thereon, and all other costs, fees,
     expenses and/or obligations now or hereafter owing thereunder
     and all commitments of Senior Creditor shall have terminated,
     before any payment or Distribution of any character, whether
     in cash, securities or other property, shall be made on
     account of the Junior Indebtedness or otherwise to or for the
     benefit of the Junior Creditor; and any payment or
     Distribution of any character, whether in cash, securities or
     other property, which would otherwise, but for the provisions
     of this Article IV, be payable or deliverable in respect of
     the Junior Indebtedness or otherwise shall be paid or
     delivered directly to the holder of the Senior Indebtedness
     (or its duly authorized representatives), until all the Senior
     Indebtedness shall have been paid in full and all commitments
     of Senior Creditor shall have terminated.  No interest on the
     Junior Note shall accrue until August 30, 1998.
     
               (b)  Notwithstanding the provisions of subparagraph (a)
     of this Article IV, Borrower may make monthly payments of
     principal of not more than $10,000 monthly plus accrued
     interest beginning August 30, 1998; provided, that, as
     conditions precedent to Borrower being permitted to make and
     Junior Creditor being permitted to accept and retain such
     payment (i) Borrower shall have delivered to Senior Creditor
     a certificate in form and substance acceptable to Senior
     Creditor executed by an officer of Borrower acceptable to
     Senior Creditor stating that no Event of Default (as defined
     in the Loan Agreement) or event or condition which with the
     giving of notice or passage of time or both would constitute
     an Event of Default (a  Default ) has occurred and is
     continuing; (ii) no Event of Default or Default shall have
     occurred and be continuing, and (iii) Borrower shall have
     availability to borrow an additional $600,000 under Section 2
     of the Loan Agreement after giving effect to such payment.
     
               (c)  The Junior Creditor agrees to promptly notify the
     Senior Creditor in writing of any default or event of default
     on any Junior Indebtedness or otherwise or under any of the
     Junior Documents and further agree not to exercise any right
     or remedy or take any enforcement action with respect to any
     default or event of default on any of the Junior Indebtedness
     or otherwise or under any of the Junior Documents until such
     time as the Senior Indebtedness has been paid in full and all
     commitments of Senior Creditor shall have terminated.  Without
     limiting any of the foregoing, any failure of Borrower to
     perform any of its obligations to the Junior Creditor as a
     result of any of the prohibitions, restrictions or limitations
     set forth in this Agreement shall not constitute the basis for
     
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<PAGE>
     a default or event of default on any Junior Indebtedness or
     under any Junior Documents.
     
               (d)  No reimbursement, payment, direct or indirect, or
     disbursement of other property or assets of Borrower shall be
     made by Borrower on account of the Junior Indebtedness or
     otherwise or received, accepted, retained or applied by the
     Junior Creditor (except for the account and benefit of Senior
     Creditor, which shall be held in trust for Senior Creditor, or
     except as specifically permitted in Subparagraph (b) of this
     Article IV) until such time as the Senior Indebtedness has
     been finally and irrevocably paid in full in cash and all
     commitments of Senior Creditor shall have terminated.
     
               (e)  Without affecting the Junior Creditor s obligations
     set forth in this Agreement not to exercise any remedy as set
     forth in this Article IV under the circumstances described
     herein, in the event that any Junior Creditor exercises any
     remedy permitted under applicable law with respect to any of
     the assets or properties of Borrower or receives any other
     payment of any character, whether in cash, securities, or
     other properties, that would, but for the provisions of this
     Article IV, be payable or deliverable in respect of the Junior
     Indebtedness, such cash, securities or other properties shall
     be held in trust for the benefit of the holder of the Senior
     Indebtedness and shall be paid or delivered to the holder of
     the Senior Indebtedness (or its authorized representatives),
     in the proportions in which it holds same, until all the
     Senior Indebtedness shall have been paid in full.
     
               (f)  The provisions of this Agreement are and are
     intended solely for the purpose of defining the relative
     rights of the holder of the Junior Indebtedness, on the one
     hand, and the holder of the Senior Indebtedness on the other
     hand.  Nothing contained in this Agreement is intended to or
     shall impair, as between Borrower and its creditor other than
     the holder of the Senior Indebtedness and the holder of the
     Junior Indebtedness, the obligation of Borrower which is
     absolute and unconditional, to pay to the holder of the Junior
     Indebtedness the principal thereof and interest thereon as and
     when the same shall become due and payable in accordance with
     its terms, or is intended to or shall affect the relative
     rights against Borrower of the holder of the Senior Indebt-
     edness.
     
               (g)  No right of any present or future holder of any of
     the Senior Indebtedness to enforce the subordination as herein
     provided shall at any time in any way be prejudiced or
     impaired by any act or failure to act on the part of Borrower
     or by any act in good faith or failure to act in good faith by
     any such holder, or by any noncompliance by Borrower with the
     covenants, agreements and conditions of the Junior
     Indebtedness, regardless of any knowledge thereof any such
     holder may have or be otherwise charged with.
     
               (h)  Senior Creditor shall have no obligation to
     preserve the rights of the Collateral against any prior
     parties or to marshal any of the Collateral for the benefit of
     any Person.
     
     
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                               ARTICLE V
                          FURTHER ASSURANCES
     
          Each of the parties hereto hereby agrees to promptly
     execute and deliver to the other parties hereto any and all
     such further instruments and documents and take such further
     action as such other parties may reasonably request in order
     to fully effect the purposes of this Agreement.
     
                              ARTICLE VI
              REPRESENTATIONS AND WARRANTIES OF PARTIES
     
          6.1  General Representations and Warranties.  Each of the
     Junior Creditor and the Borrower hereby represents and
     warrants to Senior Creditor that:
     
               (a)  such party has full power, authority and legal
     right to execute, deliver and perform this Agreement, and has
     taken all necessary corporate action to authorize the
     execution, delivery and performance of this Agreement; and
     
                    (b)  this Agreement constitutes a legal, valid and
     binding obligation of such party enforceable against it in
     accordance with its terms except as enforceability may be
     limited by applicable bankruptcy, insolvency, moratorium or
     other similar laws affecting creditors rights generally and
     except as enforceability may be limited by general principles
     of equity (whether considered in a suit at law or in equity).
     
          6.2  Additional Representations and Warranty.  Junior
     Creditor hereby represents and warrants to Senior Creditor
     that a true and correct copy of the Junior Note is attached
     hereto as Exhibit A.
     
                             ARTICLE VII
                     CONSENT OF JUNIOR CREDITORS
     
          Junior Creditor hereby consents to the execution and
     delivery of the Senior Documents and agrees that the
     performance (including, without limitation, the making of
     future borrowings) by Borrower of its obligations under the
     Senior Documents will not constitute a default or an event of
     default under the Junior Documents.  Junior Creditor further
     consents to and covenants that, without the necessity of any
     reservation of rights against Junior Creditor, and without
     notice to or further assent by Junior Creditor, (a) any demand
     for payment of any Senior Indebtedness may be rescinded in
     whole or in part and any Senior Indebtedness may be continued,
     and the Senior Indebtedness, or the liability of Borrower or
     any other Person upon or for any part thereof, or any
     collateral security or guaranty therefor or right of offset
     with respect thereto, or any obligation or liability of
     Borrower or any other Person under the Senior Documents may,
     from time to time, in whole or in part, be renewed, extended,
     modified, accelerated, compromised, waived and surrendered, or
     released, and (b) the Senior Documents, any document or
     instrument evidencing or governing the terms of the Senior
     Indebtedness or any collateral security documents or
     guaranties or documents in connection therewith may be
     amended, modified, supplemented or terminated, in whole or in
     
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     part, as the Senior Creditor or its agent may deem advisable
     from time to time, and any collateral security at any time
     held for the benefit of the Senior Creditor for the payment of
     any of the Senior Indebtedness may be sold, exchanged, waived,
     surrendered or released, in each case all without notice to or
     further assent by the Junior Creditor which will remain bound
     under this Agreement, and all without impairing, abridging,
     releasing or affecting the subordination provided for herein,
     notwithstanding any such renewal, extension, modification,
     acceleration, compromise, amendment, supplement, termination,
     sale, exchange, waiver, surrender or release.  The Junior
     Creditor waives any and all notice of the creation, renewal,
     extension or accrual of any of the Senior Indebtedness and
     notice of or proof of reliance by the Senior Creditor upon
     this Agreement, and the Senior Indebtedness shall conclusively
     be deemed to have been created, contracted or incurred in
     reliance upon this Agreement, and all dealings between
     Borrower and the Senior Creditor have been deemed to have been
     consummated in reliance upon this Agreement.  The Junior
     Creditor acknowledges and agrees that the Senior Creditor has
     relied upon the subordination and consent provided for herein
     in entering into the Senior Loan Documents and in providing
     for the credit facilities described therein.  The Junior
     Creditor waives notice of or proof of reliance on this
     Agreement and protest, demand for payment and notice of
     default.  Any agreements, documents or instruments which at
     any time evidence the Junior Indebtedness or any part thereof
     shall be marked with a legend stating that payment thereunder
     is subject to the terms and provisions of this Agreement.  The
     Junior Creditor agrees that it shall not, under any
     circumstances, take or initiate any action or proceeding under
     any federal or state bankruptcy or insolvency law, or any
     other reorganization, liquidation, receivership or similar
     action or proceeding, involving Borrower without the prior
     written consent of every Senior Creditor, which consent may be
     granted or withheld by each Senior Creditor in such Senior
     Creditor s sole and absolute discretion.
     
                             ARTICLE VIII
                 PROVISIONS TO APPLY AFTER BANKRUPTCY
     
          The provisions of this Agreement shall continue in full
     force and effect, notwithstanding the commencement of a case
     under Title 11 of the United States Code, as amended and/or
     superseded (the  Federal Bankruptcy Code ) by or against
     Borrower or any of its property.  In furtherance of the
     foregoing, if Junior Creditor receives any property of, or
     payments from Borrower after the commencement of such a case
     on account of a secured claim which is subordinated by the
     terms of this Agreement (whether as  adequate protection 
     payments or otherwise), Junior Creditor shall immediately turn
     such property or payments over to the Senior Creditor for
     distribution by it in accordance with the applicable
     provisions of Article III.  To the extent that Junior Creditor
     has or acquires any rights under Section 363 or Section 364 of
     the Federal Bankruptcy Code with respect to collateral, Junior
     Creditor hereby agrees not to assert such rights without the
     prior written consent of the Senior Creditor.  The Junior
     Creditor hereby grants to the Senior Creditor the right, but
     Senior Credit shall not be obligated, to file, prove and vote
     claims on account of the Junior Indebtedness in any
     receivership, bankruptcy, or other proceeding under the
     Federal Bankruptcy Code commenced by or against Borrower.
     
     
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<PAGE>
                             ARTICLE IX
                    NO WAIVER, CUMULATIVE REMEDIES
     
          No failure to exercise, and no delay in exercising on the
     part of Senior Creditor, any right, power or privilege under
     this Agreement shall operate as a waiver thereof; nor shall
     any single or partial exercise by Senior Creditor 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 by Senior Creditor.  The rights and
     remedies by Senior Creditor provided in this Agreement are
     cumulative and shall not be exclusive of any rights or
     remedies provided by law.
     
                              ARTICLE X
                               NOTICES
     
          All notices, requests and demands to or upon the
     respective parties hereto to be effective shall be in writing
     (including by telegraph, telecopier, or telex) and, unless
     otherwise expressly provided herein, shall be deemed to have
     been duly given or made when delivered by hand, or if by
     certified mail, return receipt requested, five days after
     being deposited in the mail 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,
     addressed as set forth below or to such address or other
     address as may be hereafter notified in writing by the
     respective parties hereto:
     
     To Senior Creditor: Congress Financial Corporation (Southwest)
                         1201 Main Street, Suite 1625
                         Dallas, Texas  75250
                         Attn:  Loan Administrator
                         Telecopy No.:  (214) 748-9118
     
     With copies to:     Patton Boggs, L.L.P.
                         2626 Cole Avenue, Suite 700
                         Dallas, Texas  75204
                         Attn:  Larry A. Makel, Esq.
                         Telecopy No.:  (214) 871-2688
     
     To Borrower:        Ametech, Inc.
                         Environmental Transportation 
                         Services, Inc.
                         1813 S.E. 25th Street
                         Oklahoma City, Oklahoma  73129
                         Telecopy No.:  (405)672-1781
     
     
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<PAGE>
     With copies to:     Conner & Winters
                         One Leadership Square
                         211 North Robinson, Suite 1700
                         Oklahoma City, Oklahoma  73102-7101
                         Telecopy No.:  (405) 232-2695
     
     To Junior Creditor: The CIT Group/Equipment Financing, Inc.
                         1620 West Fountainhead Parkway
                         Suite 600
                         Tempe, Arizona  85282
                         Telecopy No.:  (602) 858-1488
     
                              ARTICLE XI
                            GOVERNING LAW
     
          This Agreement has been executed, delivered and accepted
     at and shall be deemed to have been made in Dallas County,
     Texas and shall be interpreted and the rights and obligations
     of the parties under this Agreement shall be governed by, and
     construed and interpreted in accordance with, the internal
     laws of the State of Texas and shall be binding upon and inure
     to the benefit of the parties hereto and their respective
     successors, transferees and assigns.
     
                             ARTICLE XII
                        AMENDMENTS AND WAIVERS
     
          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 each of the parties hereto.  Each of the Borrower
     and the Junior Creditor agree not to amend the Junior
     Documents without the prior written consent of the Lender.
     
                             ARTICLE XIII
                             EXCULPATION
     
          Neither the Senior Creditor nor its agents have made to
     the other parties hereto nor do any of them hereby or
     otherwise make any representations or warranties, express or
     implied, nor do they assume any liability with respect to (i)
     obligors under any instruments of guarantee; (ii) the
     enforceability, validity, value or collectibility of the
     Senior Indebtedness, any Collateral therefor, or any guarantee
     or security which may have been granted to any of them in
     connection with the Senior Documents; or (iii) Borrower's
     title or right to transfer any collateral or security.  Senior
     Creditor shall not be liable to any other party hereto for any
     action or failure to act or any error of judgment, negligence,
     or mistake or oversight whatsoever on its part or its respec-
     tive agents, officers, employees or attorneys with respect to
     any transaction relating to the Collateral or this Agreement. 
     To the maximum extent permitted by law, except as otherwise
     provided herein, Junior Creditor waives any claim it might
     have against Senior Creditor with respect to, or arising out

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<PAGE>
     of, the handling of the Collateral (including, without
     limitation, any such claim based upon the timing or method of
     realizing upon such Collateral).
     
                             ARTICLE XIV
                          THIRD PARTY RIGHTS
     
          This Agreement is solely for the benefit of the parties
     hereto and their respective successors and assigns, and no
     other Person shall have any right, benefit, priority or other
     interest under, or because of the existence of, this
     Agreement.
     
                              ARTICLE XV
                             TERMINATION
     
          This Agreement shall terminate upon the final and
     indefeasible payment in full of all the Senior Indebtedness
     and the termination of all of the Senior Documents and all
     commitments thereunder.
     
                             ARTICLE XVI
                             COUNTERPARTS
     
          This Agreement may be executed by one or more of the
     parties hereto in any number of separate counterparts, each of
     which shall be an original, but all of which shall constitute
     but one agreement.
     
          IN WITNESS WHEREOF, the parties hereto have caused this
     Agreement to be duly executed by their proper and duly
     authorized officers or partners as of the day and year first
     above written.
     
                              JUNIOR CREDITOR:
     
                              THE CIT GROUP/EQUIPMENT 
                              FINANCING, INC.
     
     
     
                              By:  /s/ Thomas E. Magrath
                                 _________________________________
                              Name:  Thomas E. Magrath
                                   _______________________________
                              Title:  Vice President
                                   _______________________________
     
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<PAGE>
                              BORROWER:
     
                              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
                                   ______________________________
     
     
     
     
     
                               12
  
     
ISTE:\A-C\AMETECH\10Q\797\EXHIB10.2