Exhibit 10.57
                            RESTRUCTURING AGREEMENT

         This  Restructuring  Agreement  (this  "Agreement") is made and entered
into as of the 25th day of March,  1999 (the "Effective Date") between and among
Consolidated Eco-Systems,  Inc., an Idaho corporation formerly known as Exsorbet
Industries,  Inc.  ("Consolidated"),  all  of  the  wholly  or  partially  owned
subsidiaries of Consolidated (the "Subsidiaries")  listed on Schedule I attached
hereto (except for 7-7, Inc., an Arkansas corporation),  and American Physicians
Service Group, Inc., a Texas corporation ("APS").

                                R E C I T A L S:

         WHEREAS,  Consolidated  executed and delivered that certain  Promissory
Note dated  November 26, 1996 (the  "Original  Note") in the original  principal
amount of Three Million Three Hundred Thousand Dollars  ($3,300,000)  payable to
the order of APS, and secured by various  security  agreements,  assignments and
guarantees   executed  and  granted  by   Consolidated   and  the   Subsidiaries
(collectively,   the  "Original   Security   Documents"),   including,   without
limitation, those listed on Schedule II attached hereto; and

         WHEREAS,   APS,  Consolidated  and  the  Subsidiaries  of  Consolidated
executed and delivered that certain Master Refinancing  Agreement dated November
6, 1997  (the  "Refinancing  Agreement"),  pursuant  to which  (i)  Consolidated
executed and delivered to APS a renewal and  replacement  promissory note in the
amount of $3,788,580  (the "Existing  Note") in lieu of the Original Note,  (ii)
Consolidated and the Subsidiaries  affirmed the existence and  enforceability of

<PAGE>

the Original Security Documents as security for, among other things,  payment of
the  Existing  Note and  (iii)  Consolidated  and  certain  of the  Subsidiaries
executed and delivered new security  agreements and guarantees  securing,  among
other things, payment of the Existing Note, including, without limitation, those
listed on Schedule II attached  hereto  (all such new  security  agreements  and
guarantees,  together  with the  Refinancing  Agreement,  the Original  Security
Documents,  and all other contracts,  or agreements entered into by Consolidated
and/or its current or former  subsidiaries  and/or  affiliates,  with or for the
benefit  of APS and/or  APS  subsidiaries  and/or  affiliates,  are  hereinafter
collectively referred to as the "Existing Security Documents");

         WHEREAS, Consolidated is in default under the Existing Note and some or
all of the  Subsidiaries  are in  default  under the terms of one or more of the
Existing  Security  Documents,  and, in connection  therewith,  Consolidated and
certain of the  Subsidiaries  have  agreed to  execute  and  deliver  additional
security documents (the "Additional Security Documents")  securing,  among other
things,  full  satisfaction of all amounts owing APS under the Existing Note and
Existing Security Documents; and

         WHEREAS,  Consolidated  has agreed to execute and deliver,  and APS has
conditionally  agreed  to  accept,  but  only  upon  the  terms  and  the  prior
satisfaction of certain  conditions set forth herein, a new note in the original
principal  amount of $2,500,000,  substantially  in the form attached  hereto as
Exhibit A (the  "New  Note"),  in  renewal,  replacement  and  extension  of the
Existing  Note,  which New Note is also to be secured  pursuant to the  Existing
Security Documents and the Additional Security Documents; and

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<PAGE>

         WHEREAS,  in addition to the covenants and agreements  contained in the
New Note, the Existing Security Documents and the Additional  Security Documents
(together,  the "Security  Documents"),  Consolidated,  the Subsidiaries and APS
desire to  memorialize  certain  other  understandings  and  binding  agreements
between them as provided herein.

         NOW,  THEREFORE,  in  consideration of the foregoing and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  parties,  intending  to be legally  bound  hereby,  agree as
follows:

         Section 1.  Acknowledgement of Existing Debt.  Consolidated and each of
the  Subsidiaries  hereby  acknowledge the existence and  enforceability  of the
Existing Note, that all the original principal amount remains due thereunder and
has been accelerated and is now fully due and owing, and that accrued and unpaid
interest  owed  thereunder  to APS through  February 1, 1999,  is  approximately
$731,800.  The principal and interest due APS under the Existing Note,  together
with  any  and  all  expenses,   fees  (including  attorneys'  fees),  costs  of
collection,  and other amounts owed under the Existing Note and any  Transaction
Document,  as defined in Section 7 hereof is collectively  referred to herein as
the "Existing Debt." Consolidated and each of the Subsidiaries  acknowledges and
agrees that Consolidated is currently in default under the Existing Note and one
or more of the Transaction  Documents,  that such default is material,  and that
APS has not previously waived, and does not hereby waive, any breach or default,
or any of its rights, under any of the Transaction Documents.

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<PAGE>

         Section 2. Acceptance of New Note and Deficiency Obligation. APS agrees
to, upon the expiration of at least eighteen (18) months  immediately  following
the Effective Date, accept in full satisfaction of the Existing Debt (i) the New
Note and (ii) the obligation of Consolidated  and the  Subsidiaries to pay, upon
the terms and conditions hereinafter provided, the deficiency,  (the "Deficiency
Obligation")  between the amount of the New Note and the amount of the  Existing
Debt (as increased by any additional indebtedness arising hereafter under any of
the  Transaction  Documents).  Once APS  accepts the New Note under the terms of
this Agreement, APS agrees that its sole remedy and recourse with respect to the
Deficiency  Obligation will be payment by Consolidated  and the  Subsidiaries of
the  Contingent  Payments  (as  defined in Section 4 hereof)  upon the terms and
conditions provided in Section 4 hereof.  APS's obligation under this Section to
accept the New Note and the Deficiency Obligation in replacement of the Existing
Debt is further qualified by each of the following conditions (subject to waiver
by APS in its sole discretion):

                  (a) Compliance with Existing Agreements.  At the time of APS's
acceptance of the New Note and the Deficiency  Obligation (the "Exchange Date"),
neither  Consolidated  nor any of the Subsidiaries  shall be in default,  and no
event of default shall have previously  occurred since the Effective Date, under
any of the  Transaction  Documents,  except only for:  (i) default in making the
scheduled  payments  described in the  Existing  Note,  (ii)  default  under the
provisions  of the  Refinancing  Agreement  (but not this  Agreement)  requiring
submission of financial information and (iii) the provisions of Section 1 of the
Refinancing Agreement requiring registration of securities of Consolidated; and

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<PAGE>

                  (b)  Bankruptcy/Insolvency.  At no time prior to and including
the Exchange Date has Consolidated or any Subsidiary:  (i) taken any action that
could impair any collateral  securing the obligations of Consolidated and/or the
Subsidiaries under any of the Transaction Documents (the "Collateral"); (ii) had
a receiver,  trustee or custodian  appointed for, or take  possession of, all or
substantially  all of the assets of such party or any of the Collateral,  either
in a proceeding  brought by such party or in a proceeding  brought  against such
party; (iii) filed a petition for relief under the United States Bankruptcy Code
or any other  present  or future  federal  or state  insolvency,  bankruptcy  or
similar laws (all of the foregoing  hereinafter  collectively called "Applicable
Bankruptcy  Law") or had an  involuntary  petition for relief  filed  against it
under  any  Applicable  Bankruptcy  Law,  or had an order for  relief  naming it
entered  under  any  Applicable   Bankruptcy   Law,  or  had  any   composition,
rearrangement,  extension,  reorganization  or other  relief of  debtors  now or
hereafter  existing  requested  or  consented  to by it; or (iv)  failed to have
discharged  within a period of ten (10) days any  attachment,  sequestration  or
similar writ levied upon,  or any claim  against or  affecting,  any property of
such party; and

                  (c) Minimum Receipts. APS must have been paid a minimum of (i)
all Additional Reimbursable Costs (as defined in Section 11), plus (ii) $375,000
from Consolidated and the Subsidiaries, which $375,000 shall be applied first to
any penalties and interest  accrued and unpaid under the Existing Debt, with any
balance to be applied to  principal;  provided,  that  amounts  retained  by APS
pursuant to Section 3(g) shall count toward the minimum receipts requirement set
forth in this subsection; and

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<PAGE>

                  (d) Acquisition of Eco-Systems. APS and/or its affiliates must
have  acquired,  through the  Foreclosure  or  otherwise,  all of the issued and
outstanding capital stock or other equity ownership interests of Eco-Systems (as
hereinafter  defined),  and there shall not be outstanding any right on the part
of any person or entity to acquire  any  interest  in the  capital  stock of, or
other equity ownership interest in, Eco-Systems.

         Section 3.        Acquisition of Eco-Systems.

                  (a)  Foreclosure.  Consolidated  and  each  Subsidiary  hereby
agrees that APS is entitled to foreclose (the  "Foreclosure")  on the issued and
outstanding   capital  stock  of  Eco   Acquisition,   Inc.  d/b/a   Eco-Systems
("Eco-Systems"),  an Arkansas  corporation,  pursuant to that certain Assignment
and  Security  Agreement  dated  November  6,  1997,  by  and  between  APS  and
Consolidated  (the  "Eco-Systems  Security  Agreement").  Consolidated  and each
Subsidiary (including, without limitation,  Eco-Systems) acknowledges and agrees
that there exists under the Eco-Systems  Security  Agreement an Event of Default
(as  defined  therein),  and as of the  date of this  Agreement,  such  Event of
Default has not been cured. Consolidated and each Subsidiary, including, without
limitation,  Eco-Systems,  further  agrees to  cooperate  fully  with APS in the
Foreclosure,  and to not take any action which could adversely  impact the value
of Eco-Systems up to, and/or after, the Foreclosure.  Accordingly,  Consolidated
and each  Subsidiary  acknowledges  and agrees that any sale conducted by APS or
one  of its  affiliates  under  the  Eco-Systems  Security  Agreement  and  this
Agreement  is  hereby  accepted  by  Consolidated   and  each  Subsidiary  as  a
commercially  reasonable  sale.  APS or one of  its  affiliates  may  bid on the
collateral under the Eco-Systems  Security Agreement at the sale, whether public

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<PAGE>

or private,  and in the event it is the  successful  bidder,  all parties hereby
agree  that  such  purchase  shall  not  be  a  discharge  or   satisfaction  of
Consolidated's or any Subsidiary's  obligations under Section 9.505 of the Texas
UCC (Texas  Business  and Commerce  Code).  Furthermore,  Consolidated  and each
Subsidiary  hereby renounces any right to notification of the  Foreclosure.  Any
amount of value or credit  arising from the  Foreclosure  will be applied to the
Existing  Debt  pursuant  to the  terms  of  the  applicable  Existing  Security
Documents and will, in no event,  reduce the original  amount of, or any amounts
due under, the New Note.

                  (b) Limitation on Foreclosure.  Notwithstanding  the foregoing
provisions  of  subsection  (a),  APS  agrees  that it will not  consummate  the
Foreclosure prior to April 1, 1999 as long as the following conditions are met:

                           (i)Compliance with Existing  Agreements. Consolidated
and each of the  Subsidiaries  complies  in all  respects  with  its  respective
obligations  under  each of the  Transaction  Documents  to  which it is a party
(except  for  obligations  to make  the  scheduled  payments  called  for in the
Existing Note); and
                           (ii)   Distributions.   Without  the  prior   written
approval of APS in each instance, Eco-Systems does not
distribute  any cash or other  assets to  Consolidated,  another  Subsidiary  or
(except to pay the  obligations  and  expenses  of  Eco-Systems  incurred in the
ordinary course of business) any third party.

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<PAGE>

                           (iii) Access. APS and its  representatives is allowed
free and complete access to books, records,
employees,  officers,  directors  and  assets of  Eco-Systems  for  purposes  of
evaluating the business, prospects, financial condition, continued viability and
value of Eco-Systems.

                  (c) Indemnification. Consolidated and each Subsidiary, jointly
and severally,  hereby agrees to indemnify and hold harmless (i) APS, and all of
APS's affiliates, subsidiaries, employees, officers, directors, shareholders and
representatives (collectively,  the "APS Indemnified Parties"), from and against
any and all damages,  losses,  claims,  liabilities,  demands,  charges,  suits,
penalties, costs and expenses (including, without limitation, any and all taxes,
court costs and  attorneys'  fees and  expenses  incurred in  investigating  and
preparing for any litigation or proceeding) (collectively,  "Indemnified Costs")
which any APS  Indemnified  Party may sustain or become subject to in connection
with the  commencement or assertion of any action,  proceeding,  demand or claim
arising out of the  Foreclosure  or the ownership of any interest in Eco-Systems
upon and after the  Foreclosure  and that is related to or arises,  directly  or
indirectly,  in whole or in part,  out of  matters  occurring  or  circumstances
existing  on or prior  to the date of the  Foreclosure  and (ii)  APS,  each APS
Indemnified Party and Eco-Systems from and against any and all Indemnified Costs
that are (A) incurred by, or asserted against,  Eco-Systems,  (B) related to any
act or omission by or on behalf of  Eco-Systems,  Consolidated or any Subsidiary
occurring on or prior to the date of Foreclosure, and (C) that are not reflected
by amount,  or included  within an amount,  shown as a liability  on the balance
sheet of Eco-Systems dated January 31, 1999 and provided to APS by Consolidated,
a copy of which is attached  hereto as Exhibit B.  Furthermore,  any Indemnified
Cost incurred by APS or  Eco-Systems  that is not 

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<PAGE>

promptly paid or reimbursed by
Consolidated  pursuant to this Section  shall bear interest at an annual rate of
ten percent (10%).

                  (d) Issuance of Employee  Stock  Options.  All parties  hereto
acknowledge  and  agree  that,  after the  Foreclosure,  Eco-Systems  may,  from
time-to-time,  issue employee stock options to its  directors,  officers  and/or
employees  on such  terms  and  conditions  as may be  approved  by the Board of
Directors  of  Eco-Systems.  APS  agrees  that  it  will,  during  the  six  (6)
consecutive month period beginning on the Effective Date, and only to the extent
allowed under applicable law, take all actions necessary to prevent the grant of
any and all employee stock options by Eco-Systems  without the prior approval of
Jim Connors in each instance.

                  (e)   Allocation   of   Expenses   and   Corporate   Overhead.
Consolidated and each of the Subsidiaries  acknowledges and agrees that, for any
period  during  which APS owns a  controlling  interest in  Eco-Systems,  APS is
entitled  to  allocate  to  and  charge   Eco-Systems   for,   and  receive  the
corresponding  payment  for (i)  direct  and  indirect  costs for  services  and
products provided to Eco-Systems by APS or one of its affiliates, (ii) corporate
overhead associated with accounting costs, employee benefit administration costs
and  executive  or  manager  salaries,  incurred  by  APS  and  attributable  to
Eco-Systems,  together  with such  other  corporate  overhead  allocation  as is
consistent  with the past  practices of APS and its  subsidiaries  and (iii) the
amount  of any and  all  other  costs,  expenses,  fees,  liabilities  or  other
obligations  that are  incurred by APS or one of its  affiliates,  to the extent
that such amounts benefit Eco-Systems, directly or indirectly. The parties agree
that no  allocation to or payment by  Eco-Systems  pursuant to this Section will
constitute  payment  of any of their  obligations  under any of the  Transaction

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<PAGE>

Documents (including, without limitation, obligations under the Existing Debt or
the New Note, as the case may be).

                  (f) Restricted  Payments.  Consolidated,  Eco-Systems  and APS
each  agree  that any  payments  made by  Eco-Systems  to Sam  Sexton  after the
Foreclosure,  regardless  of whether such payments are  compensatory  in nature,
shall be  restricted  for all  purposes to no greater than $10,000 per month and
shall  count  toward  the  payment  obligations  of APS set forth in the  second
paragraph of Section 3(g). Consolidated,  Eco-Systems and APS each further agree
that after October 15, 1999,  Eco-Systems will not be obligated in any manner to
pay any amounts to Sam Sexton,  as  compensation  or otherwise,  except for such
salary  and  benefits  as have been  approved  in  writing  by the then  current
officers of Eco-Systems.

                  (g) Application of Post-Foreclosure Proceeds. APS agrees that,
after the  Foreclosure,  APS will  apply  any cash  dividends  distributed  from
Eco-Systems to APS, or such subsidiaries of APS who then own equity interests in
Eco-Systems, first to satisfaction of all Additional Reimbursable Costs and then
to  satisfaction of interest and principal under the Existing Debt, or, once the
New Note has been  accepted by APS pursuant  hereto,  to interest and  principal
owed under the New Note. But in the event that, prior to APS's acceptance of the
New  Note,  APS  receives  cash  dividends  paid  pursuant  to this  Section  by
Eco-Systems  (excluding  any portion of such amounts  paid over to  Consolidated
pursuant  to  this  Section)  in  excess  of  the  sum  of  (i)  all  Additional
Reimbursable Costs, plus (ii) $375,000,  then any such excess amount will not be
applied to the Existing  Debt, but will rather be applied by APS as a contingent
prepayment  of the New Note  (contingent  only upon APS's  acceptance of the New

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<PAGE>

Note);  provided,  however,  that such  excess  amount  will be  applied  to the
Existing Debt in the event that APS does not accept the New Note.

                  APS further  agrees that it will pay to  Consolidated  (or its
designee)  one-half of all cash dividends received on or before October 14, 1999
in  respect  of  APS's  or  APS's   subsidiaries'   ownership  of   Eco-Systems.
Notwithstanding  the  foregoing  or  any  other  provision  of  this  Agreement,
Consolidated  acknowledges  and agrees that amounts paid to Consolidated (or its
designee)  pursuant to the  immediately  preceding  sentence will not be applied
against the Existing  Debt or the New Note, as the case may be. In the event APS
acquires, directly or indirectly, all ownership interests in Eco-Systems through
the  Foreclosure,  APS  agrees  that it will  use  reasonable  efforts  to cause
Eco-Systems  to  distribute  as  dividends  all excess  cash that is  reasonably
available for distribution (using commercially  prudent business judgment) after
payment of Eco-Systems' obligations and expenses and establishment of reasonable
reserves.

                  (h) Repurchase Option.  Consolidated is hereby granted a right
to purchase from APS or its  affiliates  all (but only all) of the capital stock
of Eco-Systems that may have been acquired by APS or its affiliates  through the
Foreclosure (the "Repurchase  Option").  But the Repurchase Option is subject to
the following terms and conditions: (i) APS must have accepted the New Note upon
satisfaction of the terms and conditions set forth in this  Agreement,  (ii) all
amounts  outstanding  under the New Note,  including all interest  thereon shall
have been paid, (iii)  Consolidated and each of the Subsidiaries must have fully
complied  with all of the terms of this  Agreement and the  Additional  Security
Documents,  including, without limitation, the payment of all amounts due to any
APS Indemnified  Parties and Eco-Systems  pursuant to the indemnity  obligations


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<PAGE>

under  Section 3(c)  (including  any interest  provided for  therein),  (iv) the
Repurchase  Option,  if available,  must be exercised prior to the expiration of
six (6) months  immediately  following the full satisfaction of all amounts owed
under the New Note, (v) the purchase  price of $1,000 in  immediately  available
funds must be  tendered  at the  closing  of the  conveyance  allowed  under the
Repurchase  Option,  and (vi)  Consolidated and each Subsidiary must execute and
deliver  at the  closing  a general  release  of  liability  in favor of all APS
Indemnified  Parties,  and  such  other  documents  and  instruments  as APS may
request.

         Section 4. Contingent Payments.  Consolidated and the Subsidiaries each
agree that the payments set forth in this Section (each a "Contingent  Payment")
will be made upon the occurrence of the events triggering such payments,  all as
more fully  described  in  subsections  (a)  through (c) below.  Any  Contingent
Payment  received by APS or one of its  affiliates is to be applied as set forth
in the applicable subsection which describes the Contingent Payment obligation.

                  (a) Payment Upon  Disposition  of  Interests in  Subsidiaries.
Consolidated  agrees that it must have APS's prior written approval for any sale
or  disposition  of either the stock or the assets (or any  portion  thereof) of
Exsorbet  Technical  Services,  Inc., an Arkansas  corporation doing business as
SpilTech Services, Inc. ("SpilTech"), KR Industrial Service of Alabama, Inc., an
Alabama  corporation  ("KR") or any other Subsidiary.  Assuming any such sale is
negotiated on arms-length  terms, APS will agree to give such approval  provided
Consolidated   first  notifies  APS  in  writing  of  the  possibility  of  such
disposition  and provides APS (prior to execution)  with copies of the documents
governing  such   disposition.   Consolidated   

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<PAGE>

acknowledges  and  agrees  that,
notwithstanding the foregoing or any other provision of this Agreement, any such
disposition  is, and remains  after the  Effective  Date,  prohibited  under the
Transaction  Documents,  absent the express prior written consent of APS in each
instance.

                  Consolidated  further agrees that, with respect to any sale of
the stock or assets of either  SpilTech or KR, such  documents must provide that
seventy-five  percent  (75%) of the net proceeds  from such  disposition  (after
payment of only perfected secured  indebtedness  which is senior to the liens of
APS) will be paid directly to APS at the closing of the disposition,  limited in
amount,  however,  to  the  aggregate  of  all  amounts  then  owing  to  APS by
Consolidated and the Subsidiaries.  APS agrees that it will apply any Contingent
Payment  received  pursuant  to this  subsection  first to  satisfaction  of all
Additional Reimbursable Costs and then to satisfaction of interest and principal
under the Existing Debt, or, once the New Note has been accepted by APS pursuant
hereto,  to interest  and  principal  owed under the New Note.  But in the event
that,  prior  to  APS's  acceptance  of the  New  Note,  APS  receives  combined
Contingent  Payments  pursuant to this subsection and dividends from Eco-Systems
that it may retain  pursuant  to Section  3(g),  in excess of the sum of (i) all
Additional  Reimbursable Costs, plus (ii) $375,000,  then any such excess amount
will not be applied to the Existing Debt, but will rather be applied by APS as a
contingent  prepayment of the New Note (contingent only upon APS's acceptance of
the New Note); provided, however, that such excess amount will be applied to the
Existing Debt in the event that APS does not accept the New Note.

                  (b) Payment Upon  Disposition  of  Interests in  Consolidated.
Consolidated  agrees that prior to any sale, change of control  transaction,  or
other disposition (by merger, 

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consolidation or otherwise) of either its stock or
its assets (or any portion thereof),  Consolidated will notify APS in writing of
the  possibility of such  disposition  and provide APS (prior to execution) with
copies of the documents  governing such disposition.  Consolidated  acknowledges
and agrees that,  notwithstanding  the foregoing or any other  provision of this
Agreement,  any such  disposition  is, and  remains  after the  Effective  Date,
prohibited  under the  Transaction  Documents,  absent the express prior written
consent of APS in each instance.

                  Consolidated   agrees  that  the  documents   governing   such
disposition  must provide that  seventy-five  percent  (75%) of the net proceeds
from  such  disposition  (prior  to any  payment  or other  consideration  being
received  by any  direct or  indirect  shareholders  or  controlling  persons of
Consolidated) will be paid to APS at the closing of the disposition,  limited in
amount,  however,  to  $600,000.  APS agrees  that it will apply any  Contingent
Payment  received  pursuant to this  subsection to  satisfaction of interest and
principal  under the Existing  Debt,  or, once the New Note has been accepted by
APS pursuant hereto, to the Deficiency Obligation. In no event will amounts paid
under this subsection be applied to the New Note.

                  Notwithstanding  the foregoing or any other  provision of this
Agreement to the contrary,  this  subsection  (b) shall not apply to any sale of
stock of either KR or SpilTech as long as the Contingent Payment  obligations in
Section 4(a) have been fully satisfied with respect to such sale of stock.

                  (c) Payment  Upon  Settlement  of Everen  Securities  Lawsuit.
Consolidated and the Subsidiaries agree to pay to APS seventy-five percent (75%)
of the total cash proceeds 

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<PAGE>

payable to them (after  deduction of only legal fees
and up to $75,000  payable to American  Dynasty  Insurance  Company),  by way of
settlement,  judgment or otherwise,  out of or in relation to any litigation and
claims (whether or not asserted as of the Effective Date, but including, without
limitation,  the  litigation  pending  on the  Effective  Date)  between  Everen
Securities  and/or  any of its  affiliates  or  insurers  on the  one  hand  and
Consolidated  and/or any of its affiliates on the other hand, limited in amount,
however,  to $600,000.  Consolidated and the  Subsidiaries  agree that they will
promptly pay such amounts to APS upon receipt and will not dispose of, settle or
agree to the entry of any  judgment  without the prior  written  consent of APS;
provided,  however,  that such consent may not be withheld if such  disposition,
settlement or judgment  explicitly provides for immediate payment of $600,000 to
APS  pursuant  to this  Section.  APS agrees  that it will apply any  Contingent
Payment  received  pursuant to this  subsection to  satisfaction of interest and
principal  under the Existing  Debt,  or, once the New Note has been accepted by
APS pursuant hereto, to the Deficiency Obligation. In no event will amounts paid
under this subsection be applied to the New Note.

         Consolidated  agrees  that it must  provide  APS with at least ten (10)
days  opportunity,  prior to the  closing of any  disposition  described  in the
foregoing  subsections  (a) or (b), or prior to  finalizing  any  settlement  or
judgment described in subsection (c), and after receipt by APS of all documents,
instruments and agreements related to such disposition,  settlement or judgment,
to review the terms and  conditions  of such and to ensure  compliance  with the
conditions  imposed under this Agreement and under any of the other  Transaction
Documents. Furthermore, Consolidated agrees to cooperate with APS and to provide
APS access  to,  and  participation  in,  the  closing of any such  disposition,
settlement  or judgment all as  requested  by APS in order to ensure  compliance


                                       15
<PAGE>

with the terms and conditions of the Transaction  Documents.  Upon any breach by
Consolidated of the terms and provisions of this Section,  the entire Deficiency
Obligation shall  automatically  become  immediately due and payable without any
limitation on the source of repayment as otherwise provided herein.

         Section 5.        Additional Covenants.

                  (a)  Future  Subsidiaries.  Consolidated  and each  Subsidiary
agrees that it will take any and all actions  that may be necessary to cause any
future corporations or other entities that become owned or controlled, wholly or
partially,  directly or indirectly, by Consolidated or that Subsidiary after the
Effective  Date  to  execute  and  deliver  to APS  (i) a  counterpart  to  this
Agreement,  and (ii) a payment and  performance  guaranty  agreement and a first
lien  security  agreement  on all of its  assets,  each for the  benefit  of APS
covering  all  payment  and   performance   obligations  of   Consolidated,   in
substantially the same form of the guaranty  agreements and security  agreements
executed  by the  Subsidiaries  that are  included  in the  Security  Documents.
Consolidated and each Subsidiary  further agrees that, with respect to each such
newly owned or controlled corporation or entity, it will (i) execute and deliver
to APS a first lien,  perfected  security  interest in and to all of the capital
stock or other equity  interests held by  Consolidated or the Subsidiary in that
entity  and (ii) take any and all other  actions as may be  necessary  to ensure
that such entity is considered a Subsidiary hereunder for all purposes.

                  (b)  Dismissal  of Lawsuit.  APS agrees to dismiss,  within 10
business  days of the  Effective  Date,  the  existing  lawsuit  by APS  against
Consolidated. Such dismissal, however, 

                                       16
<PAGE>

will be without prejudice and without any
limitation  on  the  refiling  of  the  same  or  other  lawsuits  by APS or its
affiliates  against  Consolidated,  any  Subsidiary  or any of their  respective
affiliates.

                  (c)   Existing   Covenants   Under   Transaction    Documents.
Consolidated  and each of the  Subsidiaries  covenants  and agrees  that it will
continue  to  comply  with all of the  covenants  set  forth in the  Transaction
Documents to which it is a party.

                  (d)  Other  Agreements.  Consolidated  agrees to  execute  and
deliver,  concurrently  with its execution and delivery of this  Agreement,  the
Assignment and Security  Agreement attached hereto as Exhibit C and the Security
Agreement  attached hereto as Exhibit D, both of which, for all purposes hereof,
shall be  deemed  to be  included  within  the  Additional  Security  Documents.
Furthermore, each of Eco-Systems, SpilTech and KR agrees to execute and deliver,
concurrently  with its  execution  and  delivery of this  Agreement,  a Security
Agreement in a form attached hereto as Exhibit E, which shall,  for all purposes
of this Agreement, be considered included in the Additional Security Documents.

                  (e)  Financial  Reporting  Requirements.  In  addition to such
financial and other reporting  requirements  as may be provided  pursuant to the
Transaction Documents, Consolidated covenants and agrees that it will, after the
date of this Agreement,  provide to APS true and correct copies of all financial
statements, reports or summaries concerning the business, financial condition or
operations of Consolidated or any of the  Subsidiaries  (or Consolidated and the
Subsidiaries  on  a  consolidated  basis),  within  ten  (10)  days  after  such
statements, reports or summaries become available to Consolidated.  Furthermore,
any such  statements,  reports or 

                                       17
<PAGE>

summaries  shall  contain a written  statement
signed by the Chief  Financial  Officer of  Consolidated  to the effect that the
financial  information  contained  therein has been prepared in accordance  with
generally accepted accounting  principles,  consistently  applied, and is fairly
and accurately presented.

                  (f) Consolidated and Eco-Systems each agree that they will (i)
vigorously   contest  any  lawsuit,   claim  or  action  filed  against   either
Consolidated or Eco-Systems by former accountants of Consolidated and (ii) allow
APS full participation in the defense of any such lawsuit, claim or action.

         Section 6. No Additional Financings.  The parties acknowledge and agree
that  certain of the  Transaction  Documents  provide  that,  without  the prior
consent of APS, neither  Consolidated  nor any of the Subsidiaries  will create,
incur,  assume or become liable in any manner for any indebtedness (for borrowed
money, deferred payment for the purchase of assets, lease payments, as surety or
guaranty of the debt of another,  or otherwise)  other than to APS, except trade
debts incurred in the ordinary  course of business.  The parties hereto covenant
and agree that such provisions of the Transaction  Documents  remaining  binding
and enforceable in all respects,  are to be broadly construed for the benefit of
APS,  and that the  prohibitions  on creating,  incurring,  assuming or becoming
liable  for,  any  indebtedness,  etc.,  shall be  deemed to  preclude,  without
limitation,  not only traditional  methods of financing,  but also financings in
the form of factoring, assets securitizations,  sale and lease backs, financings
through the  issuance  of equity  securities,  debt  securities  or  convertible
securities,  debenture or bond  financings  and all other forms of financing and
borrowing,  except for open  account  trade  payables  incurred in the  ordinary

                                       18
<PAGE>

course of business;  provided,  however that the following will not be deemed to
constitute a violation of the foregoing prohibition:  (i) factoring transactions
that occurred  prior to October 15, 1997, so long as there has not since October
15, 1997 been, and there is not after the date of this  Agreement,  any increase
in the  amounts  due or  involved  in  such  factoring  relationships  and  (ii)
refinancing of existing  obligations (but only those existing  obligations which
are themselves not in violation of any of the Transaction Documents), so long as
there is not any increase in amounts due under such existing obligations.

         Section 7.   Representations  and Warranties.  Consolidated and each of
the Subsidiaries  hereby,  jointly and severally, represents and warrants to APS
(as of the Effective Date), and covenants with APS, as follows:

                  (a) Consolidated and each of the Subsidiaries is a corporation
duly  organized,  validly  existing,  and in good standing under the laws of the
state of their  incorporation,  and has full  corporate  power and  authority to
carry  on its  business  as now  conducted,  to  enter  into  and  perform  this
Agreement,  and to perform  all of its  obligations  under and  pursuant to this
Agreement, the Existing Note, the Refinancing Agreement, each Security Document,
and  each  other  document,  agreement,   contract,  instrument  or  certificate
contemplated  by or  executed  and  delivered  in  connection  with  any  of the
foregoing,  including, without limitation, the New Note (if issued and accepted)
and those  certain  agreements  referred to in Section 5(d) above and in Section
7(g)  below   (collectively,   including  this   Agreement,   the   "Transaction
Documents"), to which it is a party.

                                       19
<PAGE>

                  (b) This  Agreement  has been  duly  and  validly  authorized,
executed  and  delivered  by  Consolidated  and  each of the  Subsidiaries,  and
constitutes  the valid and binding  obligation of  Consolidated  and each of the
Subsidiaries,   enforceable   against  them  in   accordance   with  its  terms.
Furthermore,  each of the Transaction Documents is, or will be when executed and
delivered,  the valid and binding  obligation of the parties thereto (other than
APS),  enforceable  against the parties  thereto  (other than APS) in accordance
with its respective terms.

                  (c) There is only one class of capital stock of  Consolidated,
Eco-Systems, SpilTech and KR outstanding.

                  (d)    Consolidated's    and   each   of   the   Subsidiaries'
representations and warranties under each of the Transaction  Documents to which
they are parties was true and correct when made, and remains true and correct as
of the Effective Date of this Agreement.

                  (e) The entering into,  and delivery and  performance of their
obligations  under,  the  Transaction  Documents  does not,  and will  not,  (i)
conflict with or constitute a breach of, or default  under,  any  organizational
document, bylaw, contract, agreement or obligation applicable to Consolidated or
any of the  Subsidiaries or (ii) require any notice to,  declaration,  filing or
registration   with,  or  permit  or  consent  from,  any  domestic  or  foreign
governmental  or regulatory  body or  authority,  or any other person or entity,
including,  without limitation,  any party to any contract or agreement by which
Consolidated  or any Subsidiary is bound or any approval by the  shareholders of
Consolidated or any Subsidiary.

                                       20
<PAGE>

                  (f)  Following  the  Foreclosure  described  in  Section  3(a)
hereof, APS will,  directly or indirectly,  enjoy sole and exclusive  ownership,
free and  clear  of any  liens or  encumbrances,  of any and all of the  capital
stock, of all classes,  of Eco-Systems.  Furthermore,  APS will enjoy all of the
rights and  benefits of stock  ownership  with  respect to any shares of capital
stock of  Eco-Systems  acquired  through  the  Foreclosure,  including,  without
limitation,  the sole and exclusive right to elect new directors and to amend or
replace existing (or adopt new) stock option plans.

                  (g)  Consolidated  and  Eco-Systems,  jointly  and  severally,
represent  and  warrant  that Jim  Connors  has been  fully and  unconditionally
released  from  his  employment  with  Consolidated  and  that he is free of any
contract, agreement, understanding or other restraint that could be construed as
prohibiting  his full time employment  with  Eco-Systems  after the date of this
Agreement.  Consolidated and Eco-Systems,  jointly and severally,  represent and
warrant  that,  except as set forth and  described in detail on (or attached to)
Schedule III,  there are no contracts or agreements  relating to the  employment
(as  an  employee,  independent  contractor,  consultant  or  otherwise)  of any
individual by  Eco-Systems,  and each of them  covenants and agrees not to allow
any such contract or agreement to be entered into hereafter  without APS's prior
written consent.

                  (h) Consolidated  and each Subsidiary  acknowledges and agrees
that execution and delivery of each of the Transaction  Documents required to be
executed by it under this  Agreement  (or any other  Transaction  Document) is a
condition to each and every obligation of APS under this Agreement.

                                       21
<PAGE>

                  (i) Consolidated and each Subsidiary has supplied APS with all
information  necessary for APS to conduct appropriate lien searches with respect
to any and all property owned by Consolidated and each Subsidiary,  and Schedule
IV attached hereto contains the location of both the principal place of business
(by city) and all  property  (by  county  and  state) of  Consolidated  and each
Subsidiary.

         Section 8. Release. The parties being released by Consolidated and each
of the  Subsidiaries  by virtue of this  Section,  all of whom are  collectively
referred to herein as the "Released Parties", are APS, Eco-Systems, Jim Connors,
their principals,  shareholders, partners, members, directors, officers, agents,
employees,  spouses,  children,  servants,  insurers,  employee  welfare benefit
plans,  pension and/or deferred  compensation  plans,  administrators  and other
fiduciaries, parent companies, affiliated entities, subsidiaries, successors and
assigns,  and  each  of  them,  individually  and  collectively  (in  each  case
excluding, however, Consolidated and the Subsidiaries other than Eco-Systems).

                  (a)  Release by  Consolidated  and the  Subsidiaries.  Each of
Consolidated  and the  Subsidiaries  hereby releases and discharges the Released
Parties (the "Release"),  individually and collectively, of and from any and all
claims, causes of action, suits, debts, contracts,  agreements (including,  with
respect  to  Jim  Connors,  and  without  limitation,  any  existing  employment
agreement between Jim Connors and Consolidated),  promises,  liability, demands,
damages, and other expenses of any nature whatsoever, at law or in equity, known
or  unknown,  fixed  or  contingent,  contemplated  or  uncontemplated,  whether
asserted or assertable,  arising out 

                                       22
<PAGE>

of any matter whatsoever which has occurred
from the  beginning of time up through and  including  the date hereof.  Without
limiting  the  generality  of  the  foregoing,  each  of  Consolidated  and  the
Subsidiaries  hereby  acknowledges  and agrees  that the  Release is intended to
waive and  discharge any and all actions,  claims,  demands and causes of action
arising out of or in any way related to its prior relationship with the Released
Parties.  But the foregoing provisions do not, and should not be construed so as
to, alter,  amend or negate the  enforceability  of this  Agreement or any other
Transaction Document.

                  (b) Construction.  The Release is intended to be and should be
construed as a general, complete and final waiver and release of all claims. The
Release is being made and executed by each of Consolidated  and the Subsidiaries
individually  and on behalf of its  successors,  assigns,  agents,  all  persons
subrogated to its rights or to whom its rights are secondary or derivative,  and
all other persons on behalf of whom it is authorized to act.

                  (c) No Admissions.  It is expressly understood and agreed that
neither this Agreement,  the Release,  nor the furnishing of  consideration  for
this Agreement or the Release,  shall be deemed or construed at any time for any
purpose as an admission by anyone of  wrongdoing  or liability of any kind,  all
such wrongdoing and liability being expressly denied.

                  (d)  Knowledge  of  Claims.   Each  of  Consolidated  and  the
Subsidiaries  expressly  warrants and stipulates that it intends for the Release
to release any and all claims that it may now have against the Released Parties,
regardless of whether such claims have been 

                                       23
<PAGE>

asserted and  regardless of whether
such claims  arise out of or are related in any way to any facts in existence on
or before the date of this Agreement.

         Section 9. Further Assurances.  Consolidated and each Subsidiary agrees
to cooperate fully with APS, and to take such steps and execute and deliver such
documents,  instruments  or  certificates  as may be  necessary to carry out, or
further evidence, its obligations under this Agreement.

         Section 10. Effect of Agreement.  The parties  hereto  acknowledge  and
agree  that this  Agreement  does not  constitute  an  amendment,  modification,
replacement or limitation on any of APS' rights under and pursuant to any of the
Transaction Documents,  and all of the Transaction Documents are intended to be,
and  remain,  binding  and  enforceable  in  accordance  with their  terms.  The
Transaction  Documents  are  intended  to be  construed  consistently  with this
Agreement.  However,  in the event of a direct conflict between the terms of any
of the  Transaction  Documents and this  Agreement,  the terms of this Agreement
shall control.  Consolidated and each of the Subsidiaries represents,  warrants,
covenants  and  agrees  that (i) APS has not  breached  or  defaulted  under any
contractual obligations to any of them, and (ii) there are no defenses available
to Consolidated or any of the Subsidiaries  against the  enforceability  of each
and every of their obligations under the Transaction Documents.

         Without limiting the foregoing, and except as expressly provided in any
release  arising out of that certain action filed in the United States  District
Court for the Western District of Texas, Austin Division,  Case No. A98CA375-SS,
Consolidated and each of the Subsidiaries 

                                       24
<PAGE>

expressly acknowledges and agrees that
APS is not  relinquishing,  waiving or otherwise  modifying any right,  claim or
cause  of  action  it  has  or  may  have,  against  Consolidated  or any of the
Subsidiaries or any of their affiliates,  directors,  officers,  shareholders or
employees,  including,  without limitation, any such claims, rights or causes of
action related to the negotiation  and entering into the various  agreements and
transactions  which  gave  rise  to  any of the  Transaction  Documents,  or any
misrepresentation  made  in  connection  therewith,  or any  breach  or  default
thereunder.

         Consolidated and the  Subsidiaries  agree to an extension or tolling of
all defenses based on the passage of time, including but not limited to statutes
of limitation and  principles of laches,  applicable or relating to any possible
claims,  demand, and/or cause of action which APS may have that arises out of or
in connection  with any of the  Transaction  Documents  any of the  transactions
giving  rise to the  Original  Note or any other  transaction,  act or  omission
involving  APS  or  any  of  the  APS  Indemnified  Parties,  or  the  promises,
warranties,  inducements,  or  representations  in  connection  therewith.  Such
tolling and extension of the time in which APS may bring any such claim, demand,
and/or cause of action shall extend until the Existing  Debt, or all amounts due
under the New Note and  Deficiency  Obligation  (if the New Note is issued) have
been paid in full.

         Section 11.  Reimbursement of Expenses.  Without in any way reducing or
otherwise limiting any of Consolidated's or the Subsidiaries'  other obligations
to reimburse expenses pursuant to any of the Transaction Documents or otherwise,
Consolidated  agrees to reimburse APS for (i) $45,000 previously advanced by APS
or its  affiliates on behalf of  Consolidated,  

                                       25
<PAGE>

(ii) all legal,  accounting  and
other costs,  fees and expenses  incurred by APS in  negotiating,  preparing and
entering into this Agreement and the other Transaction Documents, and perfecting
the various  security  interests  granted  pursuant thereto and (iii) all legal,
accounting  and other  costs,  fees and  expenses  incurred by APS or one of its
affiliates  at any time after March 1, 1999 and arising out of or related to the
transactions contemplated in this Agreement. All amounts for which reimbursement
is due under this Section are collectively referred to herein as the "Additional
Reimbursable Costs."

         Section  12.  Remedies.  This  Agreement  may be  enforced at law or in
equity,  including,  but not limited to,  injunctive  relief. In case any one or
more of the provisions of this Agreement  shall,  for any reason,  be held to be
invalid,  illegal or unenforceable in any respect, any other provision hereof in
this Agreement shall be construed as if such invalid,  illegal, or unenforceable
provision  had  never  been   contained   herein.   Such  invalid,   illegal  or
unenforceable  provisions  shall be given  effect  to the  maximum  extent  then
permitted by law.  Consolidated  and the  Subsidiaries  shall be deemed to be in
joint and several default under this Agreement if there is any default under any
of the Transaction Documents.

         Section 13.  Governing Law and Venue.  This Agreement shall be governed
by, and  construed  and enforced in  accordance  with,  the laws of the State of
Texas  (except  the  laws  of  Texas  that  would  render  such  choice  of  law
ineffective).  Venue for any action  relating to this Agreement  shall be proper
only in Texas.

                                       26
<PAGE>

         Section 14.       Counterparts.  This  Agreement may be executed  
simultaneously  in one or more  counterparts,  each of which shall be deemed an
original, and all of which together shall constitute one and the same 
instrument.

         Section 15. Inurement. This Agreement shall be binding upon the parties
hereto  and  their  respective  heirs,  legal  representatives,  successors  and
permitted  assigns.  This Agreement  shall not be assignable by any party hereto
(other  than APS)  without  the  express  prior  written  consent of APS in each
instance.  Upon written  notice to  Consolidated,  APS may assign its rights and
obligations under this Agreement.

         Section 16.  Limitation on Interest:  Maximum  Rate.  The parties agree
that,  with  respect to any and all lending  provisions  contained in any of the
Transaction  Documents,  they  intend  to  contract  in strict  compliance  with
applicable usury law from time to time in effect.  To effectuate this intention,
the parties  acknowledge  and agree that none of the terms and provisions of any
of the Transaction Documents,  whether now existing or arising hereafter,  shall
ever be  construed as a contract to pay  interest  for the use,  forbearance  or
detention of money in excess of the Maximum Rate (as hereinafter  defined).  If,
from any possible  construction  of any  Transaction  Document,  interest  would
otherwise be payable to the lender thereunder in excess of the Maximum Rate, any
such  construction  shall be subject to the  provisions of this Section and such
document shall be automatically  reformed and the interest payable to the lender
thereunder  shall be  automatically  reduced to the Maximum Rate permitted under
applicable  law,  without the necessity of the execution of any amendment or new
document. Neither the borrower, endorsers or other persons that now or hereafter
become  liable for payment of any  obligation  referred to 

                                       27
<PAGE>

herein  shall ever be
liable  for any  unearned  interest  on the  principal  amount or shall  ever be
required to pay interest  thereon in excess of the Maximum Rate.  Any party that
is a lender  under any  Transaction  Document and any  subsequent  holder of the
related loan expressly  disavows any intention to charge or collect  unearned or
excessive interest or finance charges in the event the maturity of such loan, is
accelerated. If the maturity of such loan is accelerated for any reason, whether
as a result  of a  default  under  the  loan,  or by  voluntary  prepayment,  or
otherwise,  any amounts  constituting  interest,  or adjudicated as constituting
interest,  which are then unearned and have  previously  been  collected by such
lender or any  subsequent  holder of the loan  shall be  applied  to reduce  the
principal balance thereof then outstanding, or if such amounts exceed the unpaid
balance of principal,  the excess shall be refunded to the borrower  thereunder.
In the event such  lender or any  subsequent  holder of the loan ever  receives,
collects or applies as interest any amounts constituting interest or adjudicated
as  constituting  interest  which would  otherwise  increase  the interest to an
amount in excess of the amount permitted under applicable law, such amount which
would be  excessive  interest  shall be applied to the  reduction  of the unpaid
principal  balance of the loan,  and, if the  principal  balances of the loan is
paid in full, any remaining excess shall be paid to the borrower thereunder.  In
determining  whether  or not the  interest  paid or payable  under the  specific
contingencies  exceeds the Maximum Rate allowed by applicable  law, the borrower
and  the  lender  thereunder  shall,  to  the  maximum  extent  permitted  under
applicable law, (i) characterize any non-principal payment as an expense, fee or
premium,  rather than as interest;  (ii) exclude  voluntary  prepayments and the
effect thereof;  (iii) amortize,  prorate,  allocate and spread, in equal parts,
the total  amount of interest  throughout  the entire  contemplated  term of the
applicable loan (as it may be renewed and extended) so that the interest rate is
uniform throughout the entire term of the loan. The terms and provisions of this

                                       28
<PAGE>

section shall control and  supersede  every other  provision of all existing and
future  agreements  between each such lender and each such borrower.  As used in
this Agreement, "Maximum Rate" means the maximum non-usurious interest rate that
at any time or from time to time may be contracted for, taken, reserved, charged
or  received  on the  unpaid  principal  or  accrued  past  due  interest  under
applicable law and may be greater than the  applicable  rate, the parties hereby
stipulating and agreeing that the lender may contract for, take, reserve, charge
or receive  interest up to the Maximum Rate without penalty under any applicable
law;  and  "applicable  law" means the laws of the State of Texas or the laws of
the United States of America, whichever laws allow the greater interest, as such
laws now exist or may be changed or amended or come into  effect in the  future.
In the event  applicable law provides for an interest  ceiling under Chapter One
of Title 79, Texas Revised Civil Statutes  Annotated,  as amended,  that ceiling
shall be the indicated rate ceiling, subject to any right the lender may have in
the future to change the method of determining the Maximum Rate.

         Section 17. Treatment of 7-7. The parties hereby  acknowledge and agree
that 7-7, Inc., an Arkansas corporation ("7-7"), is a subsidiary of Consolidated
and is a party to various of the Security Documents. Although not a signatory to
this Agreement,  references in this Agreement to "Subsidiary" shall include 7-7,
and  nothing  in  this  Section  17  may  be  construed  as a  waiver  or  other
relinquishment  of rights by APS under any  Security  Document to which 7-7 is a
party.

         Section 18.  Notices.  Any notices  required or  permitted  to be given
under this Agreement  shall be given in writing and shall be deemed received (a)
when  personally  delivered 

                                       29
<PAGE>

to the  relevant  party at its address as set forth
below or (b) if sent by mail, on the third day following the date when deposited
in the United States mail, certified or registered mail, postage pre-paid to the
relevant party at its address indicated below:

         APS:                       American Physicians Service Group, Inc.
                                    1301 Capital of Texas Highway, Suite C-300
                                    Austin, Texas 78746-6550
                                    Attn: President

         Consolidated               Consolidated Eco-Systems, Inc.
         or                         3201 W. 65th Street
         the Subsidiaries:          Little Rock, Arkansas 72209
                                    Attn: President

         Any party may change its address for purposes of this Agreement by 
proper notice to the other party.
                                                   [Signature pages to follow]

                                       30
<PAGE>



                               SIGNATURE PAGES TO
                             RESTRUCTURING AGREEMENT


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as of the 25 th day of March, 1999.



         CONSOLIDATED:                        Consolidated Eco-Systems, Inc.


                                              By  /s/ Larry Woodcock

                                              Name    Larry Woodcock

                                              Title   President


         APS:                                 American Physicians Service Group,
                                               Inc.


                                              By   /s/ Duane K. Boyd, Jr.

                                              Name     Duane K. Boyd, Jr.

                                              Title    VP


         LARCO:                               Larco Environmental Services, Inc.

                                               
                                              By  /s/ Larry Woodcock

                                              Name    Larry Woodcock

                                              Title   President
                                              

                                       1

<PAGE>



                               SIGNATURE PAGES TO
                             RESTRUCTURING AGREEMENT
                                   (continued)

         CES:                               Consolidated Environmental
                                            Services, Inc.

                                            By  /s/ Larry Woodcock

                                            Name    Larry Woodcock

                                            Title   President


         CIERRA:                            Cierra, Inc.

                                            By  /s/ Larry Woodcock

                                            Name    Larry Woodcock

                                            Title   President


         KR INDUSTRIAL:                     KR Industrial Service of Alabama,
                                                                       Inc.

                                            By  /s/ Larry Woodcock

                                            Name    Larry Woodcock

                                            Title   President

                                       2

<PAGE>

                               SIGNATURE PAGES TO
                             RESTRUCTURING AGREEMENT
                                   (continued)

         EXSORBET TECHNICAL:                Exsorbet Technical Services, Inc.

                                            By  /s/ Larry Woodcock

                                            Name    Larry Woodcock

                                            Title   President
                                                                       


         ECO-SYSTEMS:                       Eco Acquisition, Inc.

                                            By  /s/ Larry Woodcock

                                            Name    Larry Woodcock

                                            Title   President
                                                                       

                                       3

<PAGE>



                                   SCHEDULE I

                                  SUBSIDIARIES

         1.       Consolidated Environmental Services, Inc., an Arkansas 
                  corporation

         2.       Cierra, Inc., an Arkansas corporation

         3.       Larco Environmental Services, Inc., a Louisiana corporation

         4.       KR Industrial Service of Alabama, Inc., an Alabama corporation

         5. Exsorbet  Technical  Services,  Inc., an Arkansas  corporation doing
business as SpilTech Services, Inc.

         6.  Eco  Acquisition,  Inc.,  an  Arkansas  corporation  also  known as
Eco-Systems, Inc.

         7.       7-7, Inc., an Arkansas corporation

                                       1

<PAGE>



                                   SCHEDULE II

                           EXISTING SECURITY DOCUMENTS

         1.       Guaranty  Agreement dated September 30, 1996 in favor of 
                  American  Physicians  Service Group,  Inc. from Consolidated
                  Environmental Services, Inc.

         2.       Guaranty Agreement dated September 30, 1996 in favor of 
                  American Physicians Service Group, Inc. from Cierra, Inc.

         3.       Guaranty  Agreement  dated  September  30,  1996 in  favor  of
                  American   Physicians   Service   Group,   Inc.   from   Larco
                  Environmental Services, Inc.

         4.       Guaranty  Agreement dated September 30, 1996 in favor of 
                  American  Physicians  Service Group, Inc. from KR Industrial
                  Service of Alabama, Inc.

         5.       Guaranty  Agreement  dated  September  30, 1996 in favor of 
                  American  Physicians  Service  Group,  Inc. from Exsorbet
                  Technical Services, Inc.

         6.       Guaranty  Agreement  dated  September  30,  1996 in  favor  
                  of  American  Physicians  Service  Group,  Inc.  from Eco
                  Acquisition, Inc.

         7.       Guaranty Agreement dated September 30, 1996 in favor of 
                  American Physicians Service Group, Inc. from 7-7 Merger, Inc.

         8.       Security  Agreement dated September 30, 1996 by and between   
                  7-7 Merger,  Inc. and American  Physicians Service Group, Inc.

         9.       Assignment and Security  Agreement dated September 30, 1996 by
                  and  between  American  Physicians  Service  Group,  Inc.  and
                  Exsorbet Industries, Inc.

         10.      Security  Agreement dated December 12, 1996 by and between 7-7
                  Merger,  Inc. and American  Physicians  Service Group, Inc.

         11.      Master  Refinancing  Agreement  dated  November 6, 1997 by and
                  among Consolidated Eco-Systems,  Inc. ("Consolidated") and all
                  of the wholly or partially owned  subsidiaries of Consolidated
                  and American Physicians Service Group, Inc.

         12.      Promissory   Note  dated   November   6,  1997   executed   by
                  Consolidated   Eco-Systems,   Inc.  and  payable  to  American
                  Physicians  Service  Group,  Inc.  in the  original  principal
                  amount of $3,788,580.

         13.      Security Agreement dated November 6, 1997 by and between Larco
                  Environmental  Services,  Inc. and American Physicians Service
                  Group, Inc.

                                       2
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         14.      Assignment  and Security  Agreement  dated November 6, 1997 by
                  and  between  Consolidated  Eco-Systems,   Inc.  and  American
                  Physicians Service Group, Inc.

                                       3
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                                  SCHEDULE III

                              EMPLOYMENT AGREEMENTS



                         [TO BE PREPARED BY CHIP SEXTON]

                                       1
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                                   SCHEDULE IV

                          BUSINESS AND ASSET LOCATIONS

                                       1
<PAGE>


                                    EXHIBIT A

                                       2
<PAGE>


                                    EXHIBIT B

                                       3
<PAGE>


                                    EXHIBIT C

                                       4
<PAGE>


                                    EXHIBIT D

                                       5
<PAGE>


                                    EXHIBIT E


                                       6