EXHIBIT 10.64

                             FIRST AMENDMENT TO THE
                EMPLOYMENT AGREEMENT, DATED AS OF MARCH 25, 1996
                 BY AND BETWEEN HI-RISE RECYCLING SYSTEMS, INC.
                                AND DONALD ENGEL

         THIS FIRST AMENDMENT, made this 3rd day of August, 2000, by and between
HI-RISE RECYCLING SYSTEMS, INC., a Florida corporation (the "Employer"), and
DONALD ENGEL (the "Executive").

                              W I T N E S S E T H:

         WHEREAS, the Employer and Executive entered into that Employment
Agreement, dated as of March 25, 1996 (the "Agreement"), and

         WHEREAS, both the Employer and Executive wish to amend such Agreement;

         NOW, THEREFORE, effective as of August 3, 2000, the Agreement shall be
amended as follows:

         1. Section 1.1 is hereby amended to read as follows:

                  1.1 Employment and Term. The Company shall continue to employ
         the Executive and the Executive shall continue to serve the Company, on
         the terms and conditions set forth herein, for the period commencing on
         the date hereof and expiring August 3, 2003 (the "Initial Term") unless
         sooner terminated as hereinafter set forth. The Initial Term of this
         Agreement, and the employment of the Executive hereunder, will
         automatically be extended for successive one year terms unless either
         party gives notice at least six months prior to the Expiration Date
         (three months, in the case of any extension period after the Initial
         Term) of its intention not to extend the term hereof. (The Initial Term
         and any extensions shall be hereinafter referred to as the "Employment
         Period").

                  Notwithstanding the foregoing, in the event of a "Change of
         Control" (as defined below), the Initial Term of this Agreement, and
         the employment of the Executive hereunder, will automatically be
         extended for an additional five (5) year term. For purposes of this
         Agreement, a "Change of Control" shall mean (i) the approval by the
         shareholders of the Company of (A) a reorganization, merger or
         consolidation with respect to which persons who were the shareholders
         of the Company immediately prior to such reorganization, merger or
         consolidation do not, immediately thereafter, own more than 50% of the
         combined voting power entitled to vote generally in the election of
         directors of the reorganized, merged or

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         consolidated company's then outstanding voting securities or (B) the
         sale of all or substantially all of the assets of the Company, unless
         the approved reorganization, merger, consolidation, liquidation,
         dissolution or sale is subsequently abandoned or (ii) if any
         individuals who, as of the date hereof, constitute the Board (as of the
         date hereof the "Incumbent Board") cease for any reason to constitute
         at least a majority of the Board; provided that any person becoming a
         director subsequent to the date hereof whose election, or nomination
         for election by the Company's shareholders, was approved by a vote of
         at least a majority of the directors then comprising the Incumbent
         Board shall be, for purposes of this Agreement, considered as though
         such person were a member of the Incumbent Board."

         2. Section 3 is hereby amended to read as follows:

                  3. Termination Provisions.

                  3.1 Termination for Cause. Notwithstanding anything contained
         herein to the contrary, this Agreement may be terminated by the Company
         for "Cause." As used in this Agreement, "Cause" shall only mean (i)
         subject to the following sentences, any action or omission of the
         Executive which constitutes a willful and material breach of this
         Agreement which is not cured or as to which diligent attempts to cure
         have not commenced within thirty (30) business days after receipt by
         the Executive of notice of same, (ii) fraud, embezzlement or
         misappropriation as against the Company or (iii) the conviction of
         Executive for any criminal act which is a felony. Upon any
         determination by the Board that Cause exists under clause (i) of the
         preceding sentence, the Company shall cause a special meeting of the
         Board to be called and held at a time mutually convenient to the Board
         and Executive, but in no event later than ten (10) business days after
         Executive's receipt of the notice contemplated by clause (i) Executive
         shall have the right to appear before such special meeting of the Board
         with legal counsel of his choosing to refute any determination of Cause
         specified in such notice, and any termination of Executive's employment
         by reason of such Cause determination shall not be effective until
         Executive is afforded such opportunity to appear. Any termination for
         Cause pursuant to clause (ii) or (iii) of the first sentence of this
         Section 3.1 shall be made in writing to Executive, which notice shall
         set forth in detail all acts or omissions upon which the Company is
         relying for such termination. Upon any termination pursuant to this
         Section 3.1, the Executive shall, subject to the other provisions of
         this Agreement, only be entitled to receive the compensation specified
         in Section 4.1 hereof.

                  3.2 Termination Without Cause. Either party to this Agreement
         shall have the right to terminate this Agreement upon thirty (30) days
         prior written notice to the other party. Upon the termination by the
         Company of the Executive's employment pursuant to this Section 3.2, the
         Executive shall, subject to the other provisions of this Agreement,
         only be entitled to receive the compensation specified in Sections 4.2,
         4.6 and 4.8 hereof. Upon the termination by the Executive of the
         Executive's employment pursuant to this Section 3.2, the

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         Executive shall, subject to the other provisions of this Agreement,
         only be entitled to receive the compensation specified in Section 4.1
         hereof.

                  3.3 Disability. The Company shall at all times have the right,
         upon written notice to the Executive, to terminate the Executive's
         employment hereunder, if the Executive shall, as the result of mental
         or physical incapacity, illness or disability, become unable to perform
         the essential functions of his position, with or without reasonable
         accommodation, for a period of 90 consecutive days or a period of 120
         days during any 12 month period. Upon termination of the Executive's
         employment with the Company pursuant to this Section 3.3, the Executive
         shall, subject to the other provisions of this Agreement, only be
         entitled to the compensation specified in Sections 4.3, 4.6 and 4.8
         hereof.

                  3.4 Death. The Executive's employment with the Company shall
         terminate automatically upon the death of the Executive, without any
         requirement of notice by the Company to the personal representative or
         executor of the Executive's estate. Upon termination of the Executive's
         employment with the Company pursuant to this Section 3.4, the Executive
         shall, subject to the other provisions of this Agreement, only be
         entitled to the compensation specified in Sections 4.4, 4.6 and 4.8
         hereof.

                  3.5 Non-Renewal. In the event that this Agreement is not
         renewed beyond the Initial Term as provided in Section 1.1 hereof, the
         last day of the Initial Term shall automatically be the termination
         date for a termination pursuant to this Section 3.5. Upon any
         termination of the Executive's employment with the Company pursuant to
         this Section 3.5, the Executive shall, subject to the other provisions
         of this Agreement, only be entitled to the compensation specified in
         Sections 4.5, 4.7 and 4.8 hereof."

         3. Section 4 is hereby amended to read as follows:

                  4. Compensation and Benefits Upon Termination or Change of
         Control.

                  4.1 Termination For Cause. Upon the termination of the
         Executive's employment with the Company pursuant to Section 3.1 above,
         or upon termination by the Executive of the Executive's employment
         pursuant to Section 3.2 above, the Company shall pay the Executive any
         unpaid Base Salary (as defined in the Addendum) accrued through the
         effective date of termination specified in the notice of termination as
         provided above in Section 3.1 or Section 3.2. Except as provided in the
         preceding sentence and other than for reimbursement for reasonable
         business expenses incurred prior to the date of termination, the
         Company shall have no further liability hereunder.

                  4.2 Termination Other Than For Cause or Non-Renewal. Upon the
         termination by the Company of the Executive's employment pursuant to
         Section 3.2 above, then (i) the Company shall pay the Executive any
         unpaid amounts of

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         his Base Salary and accrued bonus, if any, through the date of
         termination; and (ii) in lieu of any further salary payments to the
         Executive for periods subsequent to the date of termination and in
         consideration of, among other things, the continuing obligations of the
         Executive and rights of the Company under Section 7 hereof during the
         remainder of the Employment Period, the Company shall pay, in a lump
         sum, as severance to the Executive, (a) the amount of Base Salary and
         Other Benefits that would have been paid to the Executive through the
         remainder of the Employment Period and (b) an amount equal to the
         Executive's than annual Base Salary and Other Benefits (as defined in
         the Addendum). Any life insurance policy currently maintained by the
         Company for the benefit of the Executive shall remain in full force and
         effect through the remainder of the Employment Period and shall not be
         amended or modified except to allow for any increase in benefits
         payable pursuant thereto.

                  4.3 Disability. Upon the termination of the Executive's
         employment with the Company pursuant to Section 3.3 above, the Company
         shall pay to the Executive (i) in a single lump sum, any unpaid amounts
         of his Base Salary and accrued bonus, if any, through the date of
         termination and (ii) in a single lump sum, the remainder of (a) the
         amount of Base Salary and Other Benefits that would have been paid to
         the Executive from the date of termination through the remainder of the
         Employment Period minus (b) the amount of any payments that the
         Executive would be entitled to receive under any disability policy then
         maintained by the Company.

                  4.4 Death. Upon the Executive's death, the Company shall pay
         to the person designated by the Executive in a notice filed with the
         Company or, if no person is designated, to the personal representative
         or executor of his estate (i) in a single lump sum, any unpaid amounts
         of his Base Salary and accrued bonus, if any, through the date of
         death; (ii) in a single lump sum, the amount of Base Salary and Other
         Benefits that would have been paid to the Executive from the date of
         death through the remainder of the Employment Period and (iii) when, as
         and if received by the Company, any payments to Executive's spouse,
         beneficiaries or estate may be entitled to receive pursuant to any
         pension or employee benefit plan or life insurance policy or other plan
         or policy then maintained by the Company.

                  4.5 Non-Renewal. If this Agreement terminates pursuant to
         Section 3.5 hereof, then the Company shall pay the Executive (i) any
         unpaid amounts of his Base Salary through the termination date
         specified in Section 3.5 and (ii) in a lump sum, an amount equal to the
         Executive's then annual Base Salary and Other Benefits, as severance to
         the Executive.

                  4.6 Health and Medical Plans Upon Termination Other Than for
         Non-Renewal. Upon termination of the Executive's employment pursuant to
         Sections 3.2 and 3.3, the Executive shall be entitled to all
         continuation of health, medical, hospitalization and other programs as
         provided by any applicable law and such additional benefits as may be
         provided under plans maintained by the Company

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         from time to time to its executives or employees upon termination of
         employment with the Company.

                  4.7 Health, Disability and Medical Plans Upon Non-Renewal.
         Upon termination of this Agreement pursuant to Section 3.5, during the
         one (1) year period following such termination the Executive shall be
         entitled to the continuation of all health, disability, medical,
         hospitalization and other programs as previously provided to Executive
         by the Company.

                  4.8 Bonus. If the Executive's employment is terminated with
         the Company for any reason other than "Cause" pursuant to Section 3.1
         hereof, the Executive shall be paid, solely in consideration for
         services rendered by the Executive prior to such termination, an amount
         equal to any bonus that would have been payable to Executive for the
         fiscal year if the Executive's employment had not been terminated.

                  4.9 Acceleration of Vesting of Options Upon a Change of
         Control. Notwithstanding the terms of any stock option plan adopted by
         the Company or the terms of any options (the "Options") to purchase
         shares of the common stock, par value $.01 per share (the "Common
         Stock"), of the Company previously granted to the Executive pursuant to
         such plan or plans, all Options issued to the Executive which have not
         vested immediately prior to a Change of Control, shall vest and become
         immediately exercisable by the Executive upon a Change of Control."

         4. In all other respects, the Agreement shall remain unchanged by this
Amendment.

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         IN WITNESS WHEREOF, the parties have caused this instrument to be
executed the day and year first above written.

                                       HI-RISE RECYCLING SYSTEMS, INC.

                                       By: /s/ J. Gary McAlpin
                                          ------------------------------------
                                           J. GARY McALPIN
                                           President and Chief Operating Officer


                                           /s/ Donald Engel
                                          ------------------------------------
                                           DONALD ENGEL

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