EXHIBIT 10.6.2

                                                              No. 582-07596
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                                  SECURITY AGREEMENT

          SECURITY AGREEMENT ("Agreement") dated as of August 26, 1996,
          between C.A. TURNER MAINTENANCE, INC., a corporation organized
          and existing under the laws of the State of Texas having its
          principal office at 6201 Proctor Street Ext., Port Arthur, Texas 
          77643 ("Grantor"), and MERRILL LYNCH BUSINESS FINANCIAL SERVICES
          INC., a corporation organized and existing under the laws of the
          State of Delaware having its principal office at 33 West Monroe
          Street, Chicago, IL  60603 ("MLBFS").

          In order to induce MLBFS to extend or continue to extend credit
          to   AMERICAN ECO/SP CORPORATION ("customer"), under the Loan
          Agreement (as defined below) or otherwise, and for good and
          valuable consideration, the receipt and sufficiency of which is
          hereby acknowledged, Grantor hereby agrees with MLBFS as follows:

          1.   DEFINITIONS

          (a)  SPECIFIC TERMS.  In addition to terms defined elsewhere in
          this Agreement, when used herein the following terms shall have
          the following meanings:

          (i)  "Account Debtor" shall mean any party who is or may become
          obligated with respect to an Account or Chattel Paper.

          (ii) "Business Day" shall mean any day other than a Saturday,
          Sunday, federal holiday or other day on which the New York Stock
          Exchange is regularly closed.

          (iii)     "Collateral" shall mean all Accounts, Chattel paper,
          Contract Rights, Inventory, Equipment, Fixtures, General
          Intangibles, Deposit Accounts, Documents and instruments of
          Grantor, howsoever arising, whether now owned or existing or
          hereafter acquired or arising, and wherever located, together
          with all parts thereof (including spare parts), all accessories
          and accessions thereto, all books and records (including computer
          records) directly related thereto, all proceeds thereof
          (including, without limitation, proceeds in the form of Accounts
          and insurance proceeds), and the additional collateral described
          in Section 7(b) hereof.

          (iv) "Loan Agreement" shall mean that certain WCMA NOTE, LOAN AND
          SECURITY AGREEMENT NO. 582-07596 between Customer and MLBFS, as
          the same may from time to time be or have been amended, extended
          or supplemented.

          (v)  "Location of Tangible Collateral" shall mean the address of
          Grantor set forth at the beginning of this Agreement, together
          with any other address or addresses set forth on any exhibit
          hereto as being a Location or Tangible Collateral.

          (vi) "Obligations" shall mean all liabilities, indebtedness and
          other obligations of Customer or Grantor to MLBFS, howsoever
          created, arising or evidenced, whether now existing or hereafter
          arising, whether direct or indirect, absolute or contingent, due
          or to become due, primary or secondary or joint or several, and,
          without limiting the foregoing, shall include interest accruing
          after the filing of any petition in bankruptcy, and all present
          and future liabilities, indebtedness and obligations of Customer
          under the Loan Agreement and the agreements, instruments and
          documents executed pursuant thereto, and of Grantor under this
          Agreement.  

          (vii)     "Permitted Liens" shall mean (A) liens for current
          taxes not delinquent, other non-consensual liens arising in the
          ordinary course of business for sums not due, and, if MLBFS"
          rights to and interest in the Collateral are not materially and
          adversely affected thereby, any such liens for taxes or other,
          non-consensual liens arising in the ordinary course of business
          being contested in good faith by appropriate proceedings; (B)
          liens in favor of MLBFS; and (C) any other liens expressly
          permitted in writing by MLBFS.


          (b)  OTHER TERMS.  Except as otherwise defined herein, all terms
          used in this Agreement which are defined in the Uniform
          Commercial Code of Illinois ("UCC") shall have the meanings set
          forth in the UCC.  

          2.   COLLATERAL

          (a)  PLEDGE OF COLLATERAL.  To secure payment and performance of
          the Obligations, Grantor hereby pledges, assigns, transfers and
          sets over to MLBFS, and grants to MLBFS a first lien and security
          interest in and upon all of the Collateral, subject only to
          Permitted Liens.  

          (b)  LIENS.  Except upon the prior written consent of MLBFS,
          Grantor shall not create or permit to exist any lien, encumbrance
          or security interest upon or with respect to any Collateral now
          owned or hereafter acquired other than Permitted Liens.

          (c)  PERFORMANCE OF OBLIGATIONS.  Grantor shall perform all of
          its obligations owing on account of or with respect to the
          Collateral; it being understood that nothing herein. and no
          action or inaction by MLBFS, under this Agreement or otherwise,
          shall be deemed an assumption by MLBFS of any of Grantor's said
          obligations.

          (d)  NOTICE OF CERTAIN EVENTS.  Grantor shall give MLBFS
          immediate notice of any attachment, lien, judicial process,
          encumbrance or claim affecting or involving $25,000.00 or more of
          the Collateral.

          (e)  INDEMNIFICATION.  Grantor shall indemnify, defend and save
          MLBFS harmless from and against any and all claims, losses,
          costs, expenses (including, without limitation, reasonable
          attorneys' fees and expenses), demands, liabilities, penalties,
          fines and forfeitures of any nature whatsoever which may be
          asserted against or incurred by MLBFS arising out of or in any
          manner occasioned by (i) the ownership, use, operation, condition
          or maintenance of any Collateral, or (ii) any failure by Grantor
          to perform any of its obligations hereunder; excluding, however,
          from said indemnity any such claims, losses, etc. arising out of
          the willful wrongful act or active gross negligence of MLBFS. 
          This indemnity shall survive the expiration or termination of
          this Agreement as to all matters arising or accruing prior to
          such expiration or termination.  

          (f)  INSURANCE.  Grantor shall insure all of the tangible
          Collateral with an insurer or insurers reasonably acceptable to
          MLBFS, under a policy or policies of physical damage insurance
          reasonably acceptable to MLBFS providing that (i) losses will be
          payable to MLBFS as its interests may appear pursuant to a
          Lender's Loss Payable endorsement, and (ii) MLBFS will receive
          not less than 10 days prior written notice of any cancellation;
          and containing such other provisions as may be reasonably
          required by MLBFS. Grantor shall maintain such other insurance as
          may be required by law or otherwise reasonably required by MLBFS. 
          Grantor shall furnish MLBFS with a copy or certificate of each
          such policy or policies and, prior to expiration or cancellation,
          each renewal or replacement thereof.

          (g)  EVENT OF LOSS.  Grantor shall at its expense promptly repair
          all repairable damage to any tangible Collateral.  in the event
          that any tangible Collateral is damaged beyond repair, lost,
          totally destroyed or confiscated (an "Event of Loss") and such
          Collateral had a value prior to such Event of Loss of $25,000.00
          or more, then, on or before the first to occur of (i) 90 days
          after the occurrence of such Event of Loss, or (ii) 10 Business
          Days after the date on which either Grantor or MLBFS shall
          receive any proceeds of insurance on account of such Event of
          Loss, or any underwriter of insurance on such tangible Collateral
          shall advise either Grantor or MLBFS that it disclaims liability
          in respect of such Event of Loss, Grantor shall, at Grantor's
          option, either replace the Collateral subject to such Event of
          Loss with comparable Collateral free of all liens other than
          Permitted Liens (in which event Grantor shall be entitled to
          utilize the proceeds of insurance on account of such Event of
          Loss for such purpose, and may retain any excess proceeds of such
          insurance), or pay to MLBFS on account of the Obligations an
          amount equal to the actual cash value of such Collateral as
          determined by either the applicable insurance company's payment
          (plus any applicable deductible) or, in absence of insurance
          company payment, as reasonably determined by MLBFS. 
          Notwithstanding the foregoing, if at the time of occurrence of
          such Event of Loss or any time thereafter prior to replacement or
          payment, as aforesaid, an Event of Default shall occur hereunder,
          then MLBFS may at its sole option, exercisable at any time while
          such Event of Default shall be continuing, require Grantor to
          either replace such Collateral or make a payment on account of
          the Obligations, as aforesaid.

          (h)  SALES AND COLLECTIONS.  So long as no Event of Default shall
          have occurred and is continuing, Grantor may in the ordinary
          course of its business:  (i) sell any inventory normally held by
          Grantor for sale, (ii) use or consume any materials and supplies
          normally held by Grantor for use or consumption, and (iii)
          collect all of its Accounts.  Grantor shall take such action with
          respect to protection of its Inventory and the other Collateral
          and the collection of its Accounts as MLBFS may from time to time
          reasonably request.

          (i)  ACCOUNT SCHEDULES.  Upon the request of MLBFS, made now or
          at any time or times hereafter, Grantor shall deliver to MLBFS,
          in addition to the other information required hereunder, a
          schedule identifying, for each Account and all Chattel Paper
          subject to MLBFS' security interests hereunder, each Account
          Debtor by name and address and amount, invoice number and date of
          each invoice.  Grantor shall furnish to MLBFS such additional
          information with respect to the Collateral, and amounts received
          by Grantor as proceeds of any of the Collateral, as MLBFS may
          from time to time reasonably request.

          (j)  LOCATION.  Except for movements in the ordinary course of
          its business, Grantor shall give MLBFS 30 days' prior written
          notice of the placing at or movement of any tangible Collateral
          to any location other than a Location of Tangible Collateral.  In
          no event shall Grantor cause or permit any tangible Collateral to
          be removed from the United States without the express prior
          written consent of MLBFS.

          (k)  ALTERATIONS AND MAINTENANCE.  Except upon the prior written
          consent of MLBFS, Customer shall not make or permit any material
          alterations to any tangible Collateral which might materially
          reduce or impair its market value or utility.  Customer shall at
          all times keep the tangible Collateral in good condition and
          repair and shall pay or cause to be paid all obligations arising
          from the repair and maintenance of such Collateral, as well as
          all obligations with respect to each Location of Tangible
          Collateral, except for any such obligations being contested by
          Customer in good faith by appropriate proceedings.

          3.   REPRESENTATIONS AND WARRANTIES

          Grantor represents and warrants to MLBFS that:

          (a)  GRANTOR.  Grantor is a corporation, duly organized and
          validly existing in good standing under the laws of the State of
          Texas and is qualified to do business and in good standing in
          each other state where the nature of its business or the property
          owned by it make such qualification necessary.

          (b)  EXECUTION, DELIVERY AND PERFORMANCE.  The execution,
          delivery and performance by Grantor of this Agreement have been
          duly authorized by all requisite action, do not and will not
          violate or conflict with any law or other governmental
          requirement, or any of the agreements, instruments or documents
          which formed or governed Grantor, and do not and will not breach
          or violate any of the provisions of, and will not result in a
          default by Grantor under, any other agreement, instrument or
          document to which it is a party or by which it or its properties
          are bound.

          (c)  NOTICE OR CONSENT.  Except as may have been given or
          obtained, no notice to or consent or approval of any governmental
          body or authority or other third party whatsoever (including,
          without limitation, any other creditor) is required in connection
          with the execution, delivery or performance by Grantor of this
          Agreement.

          (d)  VALID AND BINDING.  This Agreement is the legal, valid and
          binding obligation of Grantor, enforceable against it in
          accordance with its terms, except as enforceability may be
          limited by bankruptcy and other similar laws affecting the rights
          of creditors generally or by general principles of equity.

          (e)  FINANCIAL STATEMENTS.  Except as expressly set forth in
          Grantor's financial statements, all financial statements of
          Grantor furnished to MLBFS have been prepared in conformity with
          generally accepted accounting principles, consistently applied,
          are true and correct, and fairly present the financial condition
          of it as at such dates and the results of its operations for the
          periods then ended; and since the most recent date covered by
          such financial statements, there has been no material adverse
          change in any such financial condition or operation. 

          (f)  LITIGATION, ETC.  No litigation, arbitration, administrative
          or governmental proceedings are pending or threatened against
          Grantor, which would, if adversely determined, materially and
          adversely affect the financial condition or continued operations
          of Grantor, or the liens and security interests of MLBFS
          hereunder. 

          (g)  TAXES. All federal, state and local tax returns, reports and
          statements required to be filed by Grantor have been filed with
          the appropriate governmental agencies and all taxes due and
          payable by Grantor have been timely paid (except to the extent
          that any such failure to file or pay will not materially and
          adversely affect either the liens and security interests of MLBFS
          hereunder or the financial condition or continued operations of
          Grantor).

          (h)  COLLATERAL. Grantor has good and marketable title to the
          Collateral, and, except for Permitted Liens: (i) none of the
          Collateral is subject to any lien, encumbrance or security
          interest, and (ii) upon the filing of all Uniform Commercial Code
          financing statements executed by Grantor with respect to the
          Collateral or a copy of this Agreement in the appropriate
          jurisdiction(s) and/or the completion of any other action
          required by applicable law to perfect is lien and security
          interests, MLBFS will have valid and perfected first liens and
          security interests upon all of the Collateral. 

          Each of the foregoing representations and warranties are
          continuing and shall be deemed remade by Grantor concurrently
          with each advance or extension of credit by MLBFS to Customer. 

          4.   FINANCIAL AND OTHER INFORMATION

          Grantor covenants and agrees that Grantor will furnish or cause
          to be furnished to MLBFS during the term of this Agreement such
          financial and other information as may be required by the Loan
          Agreement or any other document evidencing the Obligations or as
          MLBFS may from time to time reasonably request relating to
          Grantor or the Collateral. 

          5.   OTHER COVENANTS

          Grantor further agrees during the term of this Agreement that: 

          (a)  FINANCIAL RECORDS; INSPECTION.  Grantor will: (i) maintain
          complete and accurate books and records at its principal place of
          business, and maintain all of its financial records in a manner
          consistent with the financial statements heretofore furnished to
          MLBFS, or prepared on such other basis as may be approved in
          writing by MLBFS; and (ii) permit MLBFS or its duly authorized
          representatives, upon reasonable notice and at reasonable times,
          to inspect its properties (both real or personal), operations,
          books and records. 

          (b)  TAXES.  Grantor will pay when due all taxes, assessments and
          other governmental charges, howsoever designated, and all other
          liabilities and obligations, except to the extent that any such
          failure to pay will not materially and adversely affect either
          the liens and security interests of MLBFS hereunder, or the
          financial condition or continued operations of Grantor. 

          (c)  COMPLIANCE WITH LAWS AND AGREEMENTS.  Grantor will not
          violate any law, regulation or other governmental requirement,
          any judgment or order of any court or governmental agency or
          authority, or any agreement, instrument or document to which it
          is a party or by which it is bound, if any such violation will
          materially and adversely affect either the liens and security
          interests of MLBFS hereunder, or the financial condition or
          continued operations of Grantor. 

          (d)  CONTINUITY.  Except upon the prior written consent of MLBFS,
          which consent will not be unreasonably withheld: (i) Grantor will
          not be a party to any merger or consolidation with, or purchase
          or otherwise acquire all or substantially all of the assets or
          stock of, or any material partnership or joint venture interest
          in, any person or entity, or sell, transfer or lease all or any
          substantial part of its assets if any such action causes a
          material change in its control or principal business, or material
          adverse change in the financial condition or operations, of
          Grantor; (ii) Grantor will preserve its existence and good
          standing in the jurisdictions of establishment and operation, and
          will not operate in any material business other than a business
          substantially the same as its business as of the date of
          application by Customer for credit from MLBFS; and (iii) Grantor
          will not cause or permit any material change in its controlling
          ownership, controlling senior management or, except upon not less
          than 30 days prior written notice to MLBFS, its name or principal
          place of business. 

          6.   EVENTS OF DEFAULT

          The occurrence of any of the following events shall constitute an
          "Event of Default" under this Agreement: 

          (a)  DEFAULT UNDER LOAN AGREEMENT. An Event of Default shall
          occur under the terms of the Loan Agreement. 

          (b)  FAILURE TO PERFORM.  Grantor shall default in the
          performance or observance of any covenant or agreement on its
          part to be performed or observed under this Agreement (not
          constituting an Event of Default under any other clause of this
          Section), and such default shall continue unremedied for 10
          Business Days after written notice thereof shall have been given
          by MLBFS to Grantor. 

          (c)  BREACH OF WARRANTY.  Any representation or warranty made by
          Grantor contained in this Agreement shall at any time prove to
          have been incorrect in any material respect when made. 

          (d)  DEFAULT UNDER OTHER AGREEMENT.  A default or Event of
          Default by Grantor shall occur under the terms of any other
          agreement, instrument or document with or intended for the
          benefit of MLBFS, Merrill Lynch, Pierce, Fenner 8 Smith
          Incorporated ("MLPF8S") or any of their affiliates, and any
          required notice shall have been given and required passage of
          time shall have elapsed. 

          (e)  SEIZURE OR ABUSE OF COLLATERAL. The Collateral, or any
          material part thereof, shall be or become subject to any levy,
          attachment, seizure or confiscation which is not released within
          10 Business Days. 

          (f)  MATERIAL IMPAIRMENT.  Any event shall occur which shall
          reasonably cause MLBFS to in good faith believe that the prospect
          of payment or performance by Grantor has been materially
          impaired. 

          (g)  ACCELERATION OF DEBT TO OTHER CREDITORS.  Any event shall
          occur which results in the acceleration of the maturity of any
          indebtedness of $100,000.00 or more of Grantor to another
          creditor under any indenture, agreement, undertaking, or
          otherwise. 


          7.   REMEDIES

          (a)  REMEDIES UPON DEFAULT.  Upon the occurrence and during the
          continuance of any Event of Default, MLBFS may at its sole option
          do any one or more or all of the following, at such time and in
          such order as MLBFS may in its sole discretion choose: 

          (i)  ACCELERATION.  MLBFS may declare all Obligations to be
          forthwith due and payable, whereupon all such amounts shall be
          immediately due and payable, without presentment, demand for
          payment, protest and notice of protest, notice of dishonor,
          notice of acceleration, notice of intent to accelerate or other
          notice or formality of any kind, all of which are hereby
          expressly waived. 

          (ii) EXERCISE RIGHTS OF SECURED PARTY.  MLBFS may exercise any or
          all of the remedies of a secured party under applicable law,
          including, but not limited to, the UCC, and any or all of its
          other rights and remedies under this Agreement. 


          (iii)     POSSESSION.  MLBFS may require Grantor to make the
          Collateral and the records pertaining to the Collateral available
          to MLBFS at a place designated by MLBFS which is reasonably
          convenient or may take possession of the Collateral and the
          records pertaining to the Collateral without the use of any
          judicial process and without any prior notice to Grantor. 

          (iv) SALE.  MLBFS may sell any or all of the Collateral at public
          or private sale upon such terms and conditions as MLBFS may
          reasonably deem proper, and MLBFS may purchase any Collateral at
          any such public sale; and the net proceeds of any such public or
          private sale and all other amounts actually collected or received
          by MLBFS pursuant hereto, after deducting all costs and expenses
          incurred at any time in the collection of the Obligations and in
          the protection, collection and sale of the Collateral, will be
          applied to the payment of the Obligations, with any remaining
          proceeds paid to Grantor or whoever else may be entitled thereto,
          and with Customer and each guarantor of Customer's obligations
          remaining jointly and severally liable for any amount remaining
          unpaid after such application. 

          (v)  DELIVERY OF CASH, CHECKS, ETC.  MLBFS may require Grantor to
          forthwith upon receipt, transmit and deliver to MLBFS in the form
          received, all cash, checks, drafts and other instruments for the
          payment of money (properly endorsed, where required, so that such
          items may be collected by MLBFS) which may be received by Grantor
          at any time in full or partial payment of any Collateral, and
          require that Grantor not commingle any such items which may be so
          received by Grantor with any other of its funds or property but
          instead hold them separate and apart and in trust for MLBFS until
          delivery is made to MLBFS. 

          (vi) NOTIFICATION OF ACCOUNT DEBTORS.  MLBFS may notify any
          Account Debtor that its Account or Chattel Paper has been
          assigned to MLBFS and direct such Account Debtor to make payment
          directly to MLBFS of all amounts due or becoming due with respect
          to such Account or Chattel Paper; and MLBFS may enforce payment
          and collect, by legal proceedings or otherwise, such Account or
          Chattel Paper. 

          (vii)     CONTROL OF COLLATERAL. MLBFS may otherwise take control
          in any lawful manner of any cash or noncash items of payment or
          proceeds of Collateral and of any rejected, returned, stopped in
          transit or repossessed goods included in the Collateral and
          endorse Grantor name on any item of payment on or proceeds of the
          Collateral, and, in connection therewith, MLBFS may notify the
          postal authorities to change the address for delivery of mail
          addressed to Grantor to such address as MLBFS may designate. 

          (b)  SET-OFF.  MLBFS shall have the further right upon the
          occurrence and during the continuance of an Event of Default to
          set-off, appropriate and apply toward payment of any of the
          Obligations, in such order of application as MLBFS may from time
          to time and at any time elect, any cash, credits, deposits,
          accounts, securities and any other property of Grantor which is
          in transit to or in the possession, custody or control of MLBFS,
          MLBFS or any agent, bailee, or affiliate of MLBFS or MLPF8S,
          including, without limitation, all securities accounts with
          MLPF8S and all cash and securities therein or controlled thereby,
          and all proceeds thereof. Grantor hereby collaterally assigns and
          grants to MLBFS a security interest in all such property as
          additional Collateral. 

          (c)  REMEDIES ARE SEVERABLE AND CUMULATIVE.  All rights and
          remedies of MLBFS herein are severable and cumulative and in
          addition to all other rights and remedies available at law or in
          equity, and any one or more of such rights and remedies may be
          exercised simultaneously or successively. Any notice required
          under this Agreement or under applicable law shall be deemed
          reasonably and properly given to Grantor if given at the address
          and by any of the methods of giving notice set forth in this
          Agreement at least 5 Business Days before taking any action
          specified in such notice. 

          (d)  NOTICES.  To the fullest extent permitted by applicable law,
          Grantor hereby irrevocably waives and releases MLBFS of and from
          any and all liabilities and penalties for failure of MLBFS to
          comply with any statutory or other requirement imposed upon MLBFS
          relating to notices of sale, holding of sale or reporting of any
          sale, and Grantor waives all rights of redemption or
          reinstatement from any such sale. MLBFS shall have the right to
          postpone or adjourn any sale or other disposition of Collateral
          at any time without giving notice of any such postponed or
          adjourned date. In the event MLBFS seeks to take possession of
          any or all of the Collateral by court process, Grantor further
          irrevocably waives to the fullest extent permitted by law any
          bonds and any surety or security relating thereto required by any
          statute, court rule or otherwise as an incident to such
          possession, and any demand for possession prior to the
          commencement of any suit or action. 

          8.   MISCELLANEOUS 

          (a)  NON-WAIVER.  No failure or delay on the part of MLBFS in
          exercising any right, power or remedy pursuant to this Agreement
          shall operate as a waiver thereof, and no single or partial
          exercise of any such right, power or remedy shall preclude any
          other or further exercise thereof, or the exercise of any other
          right, power or remedy. Neither any waiver of any provision of
          this Agreement, nor any consent to any departure by Grantor
          therefrom, shall be effective unless the same shall be in writing
          and signed by MLBFS. Any waiver of any provision of this
          Agreement and any consent to any departure by Grantor from the
          terms of this Agreement shall be effective only in the specific
          instance and for the specific purpose for which given. Except as
          otherwise expressly provided herein, no notice to or demand on
          Grantor shall in any case entitle Grantor to any other or further
          notice or demand in similar or other circumstances. 

          (b)  COMMUNICATIONS.  All notices and other communications
          required or permitted hereunder shall be in writing, and shall be
          either delivered personally, mailed by postage prepaid certified
          mail or sent by express overnight courier or by facsimile. Such
          notices and communications shall be deemed to be given on the
          date of personal delivery, facsimile transmission or actual
          delivery of certified mail, or one Business Day after delivery to
          an express overnight courier. Unless otherwise specified in a
          notice sent or delivered in accordance with the terms hereof,
          notices and other communications in writing shall be given to the
          parties hereto at their respective addresses set forth at the
          beginning of this Agreement, and, in the case of facsimile
          transmission, to the parties at their respective regular
          facsimile telephone number. 

          (c)  COSTS, EXPENSES AND TAXES.  Grantor shall pay or reimburse
          MLBFS upon demand for: (i) all Uniform Commercial Code filing and
          search fees and expenses incurred by MLBFS in connection with the
          verification, perfection or preservation of MLBFS' rights
          hereunder or in the Collateral; (ii) any and all stamp, transfer
          and other taxes and fees payable or determined to be payable in
          connection with the execution, delivery and/or recording of this
          Agreement; and (iii) all reasonable fees and out-of-pocket
          expenses (including, but not limited to, reasonable fees and
          expenses of outside counsel) incurred by MLBFS in connection with
          the enforcement of this Agreement or the protection of MLBFS'
          rights hereunder, excluding, however, salaries and expenses of
          MLBFS' employees. The obligations of Grantor under this paragraph
          shall survive the expiration or termination of this Agreement and
          the discharge of the other Obligations. 

          (d)  RIGHT TO PERFORM OBLIGATIONS. If Grantor shall fail to do
          any act or thing which it has covenanted to do under this
          Agreement or any representation or warranty on the part of
          Grantor contained in this Agreement shall be breached, MLBFS may,
          in its sole discretion, after 5 Business Days written notice is
          sent to Grantor (or such lesser notice, including no notice, as
          is reasonable under the circumstances), do the same or cause it
          to be done or remedy any such breach, and may expend its funds
          for such purpose. Any and all reasonable amounts so expended by
          MLBFS shall be repayable to MLBFS by Grantor upon demand, with
          interest at the "Interest Rate" (as that term is defined in the
          Loan Agreement or any document incorporated into the Loan
          Agreement) during the period from and including the date funds
          are so expended by MLBFS to the date of repayment, and any such
          amounts due and owing MLBFS shall be additional Obligations. The
          payment or performance by MLBFS of any of Grantor's obligations
          hereunder shall not relieve Grantor of said obligations or of the
          consequences of having failed to pay or perform the same, and
          shall not waive or be deemed a cure of any Event of Default. 

          (e)  FURTHER ASSURANCES.  Grantor agrees to do such further acts
          and things and to execute and deliver to MLBFS such additional
          agreements, instruments and documents as MLBFS may reasonably
          require or deem advisable to effectuate the purposes of this
          Agreement, or to establish, perfect and maintain MLBFS' security
          interests and liens upon the Collateral, including, but not
          limited to: (i) executing financing statements or amendments
          thereto when and as reasonably requested by MLBFS; and (ii) if in
          the reasonable judgment of MLBFS it is required by local law,
          causing the owners and/or mortgagees of the real property on
          which any Collateral may be located to execute and deliver to
          MLBFS waivers or subordinations reasonably satisfactory to MLBFS
          with respect to any rights in such Collateral. 

          (f)  BINDING EFFECT. This Agreement shall be binding upon Grantor
          and its successors and assigns, and shall inure to the benefit of
          MLBFS and its successors and assigns. 

          (g)  HEADINGS. Captions and section and paragraph headings in
          this Agreement are inserted only as a matter of convenience, and
          shall not affect the interpretation hereof. 

          (h)  GOVERNING LAW. This Agreement shall be governed in all
          respects by the laws of the State of Illinois. 

          (i)  SEVERABILITY OF PROVISIONS.  Whenever possible, each
          provision of this Agreement shall be interpreted in such manner
          as to be effective and valid under applicable law. Any provision
          of this Agreement which is prohibited or unenforceable in any
          jurisdiction shall, as to such jurisdiction, be ineffective only
          to the extent of such prohibition or unenforceability without
          invalidating the remaining provisions of this Agreement or
          affecting the validity or enforceability of such provision in any
          other jurisdiction. 

          (j)  TERM.  This Agreement shall become effective upon acceptance
          by MLBFS, and, subject to the terms hereof, shall continue in
          effect so long thereafter as either MLBFS shall be committed to
          advance funds or extend credit to Customer or there shall be any
          Obligations outstanding. 

          (k)  INTEGRATION. THIS WRITTEN AGREEMENT CONSTITUTES THE ENTIRE
          UNDERSTANDING AND REPRESENTS THE FULL AND FINAL AGREEMENT BETWEEN
          THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND MAY
          NOT BE CONTRADICTED BY EVIDENCE OF PRIOR WRITTEN AGREEMENTS OR
          PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
          PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.
          NO AMENDMENT OR MODIFICATION OF THIS AGREEMENT SHALL BE EFFECTIVE
          UNLESS IN A WRITING SIGNED BY BOTH MLBFS AND GRANTOR. 

          (k)  JURISDICTION; WAIVER. GRANTOR ACKNOWLEDGES THAT THIS
          AGREEMENT IS BEING ACCEPTED BY MLBFS IN PARTIAL CONSIDERATION OF
          MLBFS' RIGHT AND OPTION, IN ITS SOLE DISCRETION, TO ENFORCE THIS
          AGREEMENT IN EITHER THE STATE OF ILLINOIS OR IN ANY OTHER
          JURISDICTION WHERE GRANTOR OR ANY COLLATERAL FOR THE OBLIGATIONS
          MAY BE LOCATED. GRANTOR CONSENTS TO JURISDICTION IN THE STATE OF
          ILLINOIS AND VENUE IN ANY STATE OR FEDERAL COURT IN THE COUNTY OF
          COOK FOR SUCH PURPOSES, AND GRANTOR WAIVES ANY AND ALL RIGHTS TO
          CONTEST SAID JURISDICTION AND VENUE. GRANTOR FURTHER WAIVES ANY
          RIGHTS TO COMMENCE ANY ACTION AGAINST MLBFS IN ANY JURISDICTION
          EXCEPT IN THE COUNTY OF COOK AND STATE OF ILLINOIS. MLBFS AND
          GRANTOR HEREBY EACH EXPRESSLY WAIVE ANY AND ALL RIGHTS TO A TRIAL
          BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY
          EITHER OF THE PARTIES AGAINST THE OTHER PARTY WITH RESPECT TO ANY
          MATTER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH
          THE LOAN AGREEMENT, THIS AGREEMENT AND/0R ANY OF THE TRANSACTIONS
          WHICH ARE THE SUBJECT MATTER OF THE LOAN AGREEMENT OR THIS
          AGREEMENT. 

          IN WITNESS WHEREOF, this Agreement has been executed as of the
          day and year first above written. 


          C.A. TURNER MAINTENANCE, INC.


          By:  /s/ Michael E. McGinnis
              ----------------------------------------
               Signature (1)            Signature (2)

            Michael E. McGinnis
          --------------------------------------------
               Printed Name             Printed Name

             President
          --------------------------------------------
               Title                    Title


          Accepted at Chicago, Illinois:
          MERRILL LYNCH BUSINESS FINANCIAL
          SERVICES INC.


          By: /s/ [illegible]
              --------------------------------