Exh. 10-31
                          MASTER REFINANCING AGREEMENT

         This  Master  Refinancing  Agreement  (this  "Agreement")  is made  and
entered into as of the 6th day of November,  1997 (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,  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

         WHEREAS,  the  Original  Note was  secured  pursuant  to the  following
agreements,  all for the benefit of APS:  (i) that  certain  Security  Agreement
dated  December  12, 1996  entered into by 7-7,  Inc.,  an Arkansas  corporation
("7-7"),  formerly  known  as 7-7  Merger,  Inc.;  (ii)  that  certain  Security
Agreement  dated  September  30, 1996  entered  into by 7-7;  (iii) that certain
Assignment  and  Security  Agreement  dated  September  30, 1996 entered into by
Consolidated;  and (iv) those certain  Guaranty  Agreements  dated September 30,
1996 entered into by each of the following entities:

  a. Consolidated Environmental Services, Inc., an Arkansas corporation ("CES");
<PAGE>

  b.       Cierra, Inc., an Arkansas corporation ("Cierra");

  c.  Larco Environmental Services, Inc., a Louisiana corporation ("Larco");

  d. KR Industrial Services of Alabama, Inc., an Alabama corporation ("KR
     Industrial");

  e.  Exsorbet  Technical   Services,   Inc.,  an  Arkansas   corporation
     ("Exsorbet Technical") doing business as SpilTech Services, Inc.;

  f.  Eco Acquisition, Inc. ("Acquisition"),  an Arkansas corporation also known
      as Eco-Systems,  Inc.; and

  g.       7-7

(all of the  agreements  described in (i) through (iv) above are  collectively
referred to herein as the "Original Security Documents"); and

         WHEREAS,  Consolidated  has executed  and  delivered a new note of even
date herewith in the original principal amount of $3,788,580 (the "New Note") in
renewal,  replacement  and  extension  of the Original  Note,  which New Note is
secured pursuant to the Original Security Documents and the additional  Security
Documents described below; and
<PAGE>

         WHEREAS, in addition to the Original Security  Documents,  the New Note
and the  indebtedness  and  obligations  evidenced  thereby are further  secured
pursuant to (i) that certain  Security  Agreement of even date herewith  entered
into for the  benefit  of APS by Larco;  and (ii) that  certain  Assignment  and
Security  Agreement of even date herewith entered into for the benefit of APS by
Consolidated  (both  of  which  agreements  described  in (i)  and  (ii) of this
sentence,  together  with the  Original  Security  Documents,  are  collectively
referred to herein as the "Security Documents"); and

         WHEREAS,  for purposes hereof, 7-7, CES, Cierra,  Larco, KR Industrial,
Exsorbet  Technical,  and Acquisition,  together with any future corporations or
other entities, wholly or partially, directly or indirectly, owned or controlled
by Consolidated,  are collectively  referred to herein as the "Subsidiaries" and
individually as a "Subsidiary"; and

         WHEREAS,  in addition to the covenants and agreements  contained in the
New Note and the Security  Documents,  Consolidated,  the  Subsidiaries  and APS
desire to memorialize  certain other  understandings and 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:
<PAGE>

         1. REGISTRATION OF COLLATERAL  SHARES.  Consolidated  agrees to, within
thirty (30) days after the execution and delivery of this  Agreement,  file for,
and use its best efforts to effect, the registration under the Securities Act of
1933, as amended (the "Securities Act"), and the qualification  under applicable
state  securities laws (the "State Laws"),  of all of the shares of common stock
of  Consolidated  in  which  APS has a  security  interest  under  the  Security
Documents,  including  without  limitation those certain One Million Two Hundred
Thousand (1,200,000) shares of common stock of Consolidated, and such additional
shares as may be executed  or issuable  upon any stock  dividend,  stock  split,
reverse stock split,  reclassification  or other similar act or transaction (all
of which  shares  of  Consolidated  common  stock in  which  APS has a  security
interest are hereinafter referred to as the "Collateral  Shares").  Consolidated
agrees that, in addition to such other  obligations  and  restrictions as may be
set forth in the Security  Documents,  Consolidated will not engage in any stock
split,  stock  dividend,  reclassification  or other similar act or  transaction
regarding  its capital stock unless the  Collateral  Shares are included in such
act or  transaction  and effected  thereby in all respects the same as any other
class or share of Consolidated's capital stock.

         Consolidated will use its best efforts to effect the registration under
the Securities Act and the qualification  under the State Laws of the Collateral
Shares, to the extent required to permit the disposition  thereof in any manner,
or combinations of manners,  which APS may select, at APS' sole discretion.  APS
agrees that  Consolidated may utilize Form S-3 to register the Collateral Shares
unless APS  determines,  in good faith,  that Form S-3 would not  accomplish the
best  disposition of the Collateral  Shares for APS' benefit (or another form is
required by  applicable  regulations  or regulatory  authorities).  Consolidated
agrees to maintain such registration  statement under the Securities Act and the
<PAGE>

qualification under the State Laws to be maintained in effect until such time as
all  Collateral  Shares have been sold at the direction and under the control of
APS, and the gross  proceeds from such sales have been remitted  directly to APS
for repayment of  Consolidated's  indebtedness  under the New Note, or until all
indebtedness due APS under and pursuant to the New Note has been repaid in full,
whichever occurs first. Alternatively,  but only upon the written request of APS
and in APS' sole  discretion,  Consolidated  will  promptly  take such steps (at
Consolidated's  sole cost) as  necessary to allow APS to cause a sale of some or
all of the  Collateral  Shares  pursuant  to an  exception  to the  registration
requirements of the Securities Act and the State Laws. However, if APS does not,
in writing,  elect the alternative described in the preceding sentence as to all
Collateral  Shares,  Consolidated shall be deemed to be in default hereunder and
under the New Note and the  Security  Documents  in the event  Consolidated  has
failed or refused,  for any or no reason,  to effect the registration  under the
Securities Act and the qualification  under the State Laws of all the Collateral
Shares in accordance with this Section 1 on or before May 1, 1998.

         Consolidated agrees to cooperate fully with APS, and to take such steps
and execute and deliver such documents and instruments, as APS may request or as
may otherwise be necessary,  in order to allow APS, from time-to-time,  to sell,
or cause the sale of, the Collateral Shares, or any portion thereof. Any and all
proceeds  from any  sale of the  Collateral  Shares  shall be  retained  by,  or
remitted  directly  to,  APS  and  shall  be  applied  to  the  indebtedness  of
Consolidated  to APS in the  order  provided  in the New Note  and the  Security
Documents pursuant to which APS acquired its security interest in the Collateral
Shares.  APS shall be  entitled  to cause a sale of the  Collateral  Shares  and
remittance of the proceeds therefrom to APS regardless of whether any particular
<PAGE>

installment of principal and/or interest is then due under the New Note, and any
such  payments  accomplished  through the sale of  Collateral  Shares  shall not
affect  Consolidated's  monthly or final payment obligations under the New Note,
except to the extent  the  application  of the sales  proceeds  from  Collateral
Shares causes an early  pay-off,  in full, of all amounts due under and pursuant
to the New Note in  compliance  with the terms of the New Note and the  Security
Documents.  Consolidated  will bear all costs and  expenses  (including  without
limitation  brokerage  costs,  legal fees and  expenses  and  printing  fees and
expenses)  incurred in connection with, or related to, the registration and sale
of the  Collateral  Shares and the  remittance  of, or retention  by, APS of the
proceeds from such sales.

         In  connection  with the  registration,  qualification  and/or  sale of
Collateral Shares pursuant to this Agreement, APS shall provide such information
to  Consolidated  concerning APS as may be required by law, but APS shall not be
required to undertake any indemnity obligation or other contractual obligations,
and  Consolidated  covenants and agrees to comply fully and continually with all
applicable federal and state laws.  Consolidated  hereby agrees to indemnify and
hold  APS,  and  all of  APS'  affiliates,  subsidiaries,  employees,  officers,
directors,  shareholders and representatives (collectively, the "APS Indemnified
Parties"),  harmless from and against all losses, claims,  damages,  liabilities
and  expenses   (including   but  not  limited  to  expenses   incurred  in  the
investigation of, preparing for, and defending against,  any claim) to which APS
or any of the  other  APS  Indemnified  Parties  may  become  subject  under the
Securities  Act, the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  the State Laws,  or otherwise,  insofar as (i) any such losses,  claims,
damages, liabilities or expenses arise out of or are based upon or caused by, in
whole or in part,  any untrue  statement  or alleged  untrue  statement  of fact
<PAGE>

contained  in any  registration  statement  or  prospectus  (or any  amended  or
supplemented  registration statement or prospectus),  or (ii) the same arise out
of or are based upon or are caused by any omission or alleged  omission to state
therein a fact required to be stated therein or necessary to make the statements
therein  not  misleading,  or (iii) the same  arise out of or are based upon any
violation by  Consolidated or  Consolidated's  employees,  officers,  directors,
Subsidiaries or representatives,  of the Securities Act or the Exchange Act, any
rule or regulation thereunder, or any State Laws.

         2. POTENTIAL GLOBAL REFINANCING. The parties acknowledge and agree that
Consolidated is considering a global refinancing of all the secured indebtedness
of the Subsidiaries  (other than 7-7) to banks, which would require the approval
of APS pursuant to the Security Documents. For purposes of this Agreement,  such
refinancing is hereby  referred to as the "Global  Refinancing").  If all of the
following  terms and  conditions  are  satisfied  at the time of any such Global
Refinancing,  APS  agrees  that it will give its  written  consent to the Global
Refinancing at such time:

         a. Neither  Consolidated  nor any of the Subsidiaries  shall be in
default,  and no event of default shall have occurred, under any of the Security
Documents or the New Note; and

         b. As a result of any Global Refinancing or otherwise,  (i) there shall
be no increase in the gross amount of  indebtedness  (as of the Effective  Date)
secured  by liens on the  assets of 7-7 which are  superior  or equal (as of the
Effective Date) to the liens of APS, and (ii) there shall be no increase greater
than $1,000,000 in the gross amount of  indebtedness  (as of the Effective Date)
secured by liens on the assets of Larco  which are  superior or equal (as of the
Effective Date) to the liens of APS. Consolidated and the Subsidiaries represent
and warrant  that the amount of their gross  aggregate  indebtedness  (as of the
Effective  Date)  that are  secured  by liens on the  assets of Larco  which are
superior or equal (as of the Effective  Date) to the liens of APS is $3,181,562;
and
<PAGE>

         c.  The  aggregate  amount  of  indebtedness  of  Consolidated  and the
Subsidiaries  incurred  as a result of the  Global  Refinancing  may not  exceed
$21,613,000; and

         d. APS must receive at least thirty  percent (30%) of the proceeds (the
"APS Payment")  received or receivable by Consolidated as a result of the Global
Refinancing,  after deduction of only the amount,  if any,  distributed to other
unrelated,   secured  creditors  of  Consolidated  or  the  Subsidiaries  at  or
immediately after the closing of any Global Refinancing. The APS Payment must be
received by APS in  immediately  available  funds directly from the lender(s) at
the closing of the Global  Refinancing as payment on the indebtedness  evidenced
by the New Note.  All parties  hereto  acknowledge  and agree that such  payment
shall  not in  any  respect  affect  Consolidated's  monthly  or  final  payment
obligations  under  the  New  Note,  except  to the  extent  the  final  payment
obligation  amount  is  reduced  as a result  of the  special  payment  received
pursuant  to this  provision.  The APS  Payment  is to be  applied  first to any
interest  accrued and unpaid under the New Note,  with any balance to be applied
to principal; and

         e. APS shall have been given at least ten (10) days  opportunity  prior
to the  closing  of any  Global  Refinancing  and  after  receipt  by APS of all
documents,  instruments and agreements, to review all documents, instruments and
<PAGE>

agreements  entered  into,  or to be  entered  into  at  any  such  closing,  in
connection with such Global  Refinancing,  and as may otherwise be necessary for
APS to ensure  compliance  with the  conditions  for any APS consent to a Global
Refinancing as contained herein.  Furthermore,  Consolidated agrees to cooperate
with APS and to provide APS access to, and  participation in, the closing of any
such Global  Refinancing and the interaction with the lenders involved  therein,
as APS shall request in order for APS to ensure  compliance  with the conditions
to any APS consent to a Global Refinancing as contained herein. APS shall not be
required  to provide  its written  consent to any Global  Refinancing  until the
closing of any  Global  Refinancing,  and any such  consent  may be  conditioned
expressly upon compliance with the terms and conditions provided herein.

         3. IMPLEMENTATION OF CONVERSION FEATURE. Consolidated agrees to use its
best  efforts  to  obtain  the  approval  of  Consolidated's  shareholders  (the
"Shareholder  Approval") for an increase in the  authorized  number of shares of
common  stock of  Consolidated  as  necessary  to provide  APS with the right to
convert any or all  indebtedness  of  Consolidated  to APS into common  stock of
Consolidated  at a conversion  rate to be mutually agreed upon in writing by APS
and Consolidated (the "Conversion Price Agreement").  Consolidated's shareholder
proxy solicitation will designate a specific item, which will have been approved
by, and will be expressly recommended for approval by, the Board of Directors of
Consolidated, seeking approval of an increase in the number of authorized shares
of common  stock of  Consolidated  solely as security for the New Note and other
indebtedness  secured by the Security  Documents,  or to satisfy the obligations
owed by Consolidated  and the  Subsidiaries to APS, or in such other form as APS
may require,  provided that  Consolidated or its management can lawfully solicit
<PAGE>

such proxy item. If  Shareholder  Approval is obtained,  Consolidated  agrees to
reserve  such shares of its common  stock for  issuance as may be  necessary  in
order  for  APS to have  the  right  to  convert  any or all of the  outstanding
principal  amount and accrued  interest due under the New Note into common stock
of  Consolidated  at any time  thereafter at the price agreed in the  Conversion
Price  Agreement.  APS shall be required to obtain the prior written  consent of
Consolidated,  which  shall  not  unreasonably  be  withheld,  prior to any such
conversion,  provided that upon any default, or event of default,  under the New
Note or any of the  Security  Documents,  the consent of  Consolidated  shall no
longer be necessary to effect any conversions.

         Consolidated agrees to, promptly after obtaining  Shareholder Approval,
effect the registration  under the Securities Act, and the  registration  and/or
qualification  under  the  State  Laws,  of  such  shares  of  common  stock  of
Consolidated  as may be  obtainable,  from  time-to-time,  by  APS  through  any
conversions  as  contemplated  in  this  Section  (the   "Conversion   Shares").
Consolidated  will  effect the  registration  under the  Securities  Act and the
registration  and/or  qualification  under the  State  Laws,  if the  Conversion
Shares,  to the  extent  required  to permit  the  disposition  thereof  by APS,
immediately upon  acquisition by APS (if APS were to so choose),  in any manner,
or  combination  of  manners,  which APS may  select,  at APS' sole  discretion.
Consolidated  agrees to  maintain  such  registration  in effect  for so long as
necessary  for APS to sell any or all of the  shares  of  Consolidated  acquired
pursuant  to such  conversion  without  restriction.  Consolidated  agrees  that
Consolidated  will have all of the obligations  with respect to the registration
<PAGE>

and sale of Conversion  Shares as Consolidated  has pursuant to the registration
and sale of Collateral  Shares under Section 1 of this  Agreement.  Furthermore,
APS shall have all rights  related to the  registration  and sale of  Conversion
Shares as APS has with respect to the registration and sale of Collateral Shares
pursuant to Section 1 of this  Agreement.  The parties  hereto  acknowledge  and
agree that failure to reach a Conversion  Price  Agreement prior to December 15,
1997, or to obtain  Shareholder  Approval on or before April 1, 1998 will result
in an acceleration of certain payment  obligations under and pursuant to the New
Note as provided in Section 5 below.

         4. MATTERS CONCERNING  ACQUISITION.  The parties  acknowledge and agree
that  Consolidated is considering the sale of the Houston division (the "Houston
Division") of Acquisition,  and possibly also the other divisions of Acquisition
(the "Other Divisions"),  which sales would require the prior written consent of
APS pursuant to the Security Documents.  APS will give its written consent for a
reorganization of Acquisition into two (2) separate corporations to facilitate a
sale of each,  one (1)  owning  all the  assets  of the  Houston  Division  (the
"Houston  Sub") and one (1) owning all the  assets of the Other  Divisions  (the
"Other Sub")  provided (i) each of the Houston Sub and the Other Sub execute and
deliver to APS a payment and performance  guaranty  agreement for the benefit of
APS  covering  all payment  and  performance  obligations  of  Consolidated,  in
substantially  the  same  form  of  the  guaranty  agreements  executed  by  the
Subsidiaries  that are included in the  Security  Documents,  (ii)  Consolidated
grants  APS a  first  lien,  perfected  security  interest  in and to all of the
capital  stock of the Houston Sub and the Other Sub, and (iii) APS is reasonably
satisfied,  after a full opportunity to engage in sufficient due diligence, that
the  division of assets  between  the  Houston Sub and the Other Sub  reflects a
commercially  reasonable division to each new Subsidiary of assets applicable to
that Subsidiary's operations as previously conducted.
<PAGE>

         If all of the following terms and conditions are satisfied,  APS agrees
that at the time of any sale of the Houston  Division or the  Houston  Sub,  APS
will give its written consent to the sale at such time:

         a. Neither  Consolidated  nor any of the Subsidiaries  shall be in
default,  and no event of default shall have occurred, under any of the Security
Documents or the New Note; and

         b. APS must  receive at least  Seven  Hundred  Fifty  Thousand  Dollars
($750,000) in immediately available funds, from the funds received directly from
the  purchaser of the Houston  Division at any closing of the sale  thereof,  as
payment  on the  indebtedness  evidenced  by the New Note.  All  parties  hereto
acknowledge  and  agree  that  such  payment  shall  not in any  respect  affect
Consolidated's  monthly or final payment  obligations under the New Note, except
to the extent the final payment  obligation amount is reduced as a result of the
special payment  received  pursuant to this  provision.  The Seven Hundred Fifty
Thousand Dollars ($750,000),  or more if more is paid, is to be applied first to
any  interest  accrued  and unpaid  under the New Note,  with any  balance to be
applied to principal; and

         c. The Houston  Division or Houston Sub must be sold to a purchaser who
is not related to, or affiliated  with,  Consolidated or any of the Subsidiaries
or any of the shareholders,  directors or officers of Consolidated or any of the
Subsidiaries; and

         d. APS shall have been given at least ten (10) days  opportunity  prior
to the  closing of any sale of the  Houston  Division  or Houston  Sub and after
receipt  by APS of all  documents,  instruments  and  agreements,  to review all
<PAGE>

documents, instruments and agreements entered into, or to be entered into at any
such closing, in connection with such sale and as may otherwise be necessary for
APS to ensure  compliance with the conditions for any APS consent to the sale as
contained herein. Furthermore,  Consolidated agrees to cooperate with APS and to
provide APS access to, and  participation  in, the closing of any such sale,  as
APS shall request in order for APS to ensure  compliance  with the conditions to
any APS  consent as  provided  herein.  APS shall not be required to provide its
written  consent to any sale of the  Houston  Division  or Houston Sub until the
closing of any such sale, and any such consent may be conditioned expressly upon
compliance with the terms and conditions provided herein.

         Upon a sale of the  Houston  Division  or Houston  Sub on the terms and
conditions  provided  herein,  and upon APS receiving at least the Seven Hundred
Fifty Thousand Dollars  ($750,000) minimum payment required as a condition to it
giving its consent to such sale,  APS will release its security  interest in the
stock  of  Acquisition  and the  Houston  Sub (if  applicable)  and  return  the
certificates  evidencing such stock to Consolidated and will release the Houston
Sub from its guaranty  agreement.  However,  Acquisition  and any Other Sub will
continue to be bound by their guaranty  agreements and such guaranty  agreements
shall remain binding and enforceable in accordance with their terms.

         APS will give its written  consent to a sale of the Other  Divisions or
the Other  Sub in the event  each of the  conditions  for a sale of the  Houston
Division or the Houston Sub described in paragraphs  a., c. and d. are satisfied
as to the sale of the Other  Divisions or Other Sub, and provided APS receives a
payment  directly  from the  purchaser of an amount,  in  immediately  available
<PAGE>

funds,  equal to at least thirty percent (30%) of the cash and fair market value
of other property or assets  received or receivable by  Consolidated as a result
of any such sale,  after  deducting  only the  amount,  if any,  paid to secured
creditors  of  Acquisition  or the  Other  Sub.  Upon any such sale of the Other
Divisions or the Other Sub, and upon APS  receiving the minimum  thirty  percent
(30%) payment  described above, APS will release any security interest it has in
the capital stock of the Other Sub, and will release the guaranty  agreements of
Acquisition and the Other Sub (if applicable).

         5.  New  Note   Modifications.   The   parties   hereto   agree   that,
notwithstanding the terms of the New Note, in the event (i) APS and Consolidated
are unable to enter into a mutually agreeable written Conversion Price Agreement
as  described  in  Section 3 above on or prior to  December  15,  1997,  or (ii)
Shareholder  Approval  of the  necessary  increase in the  authorized  number of
shares of common stock of  Consolidated  as  contemplated  pursuant to Section 3
above is not obtained on or prior to April 1, 1998,  then, in either event,  the
monthly installments of $85,000 that would otherwise be due beginning October 1,
1998 will, instead, be required to begin April 1, 1998 (or on December 15, 1997,
in the event of failure to enter into a written Conversion Price Agreement on or
prior  to  December   15,   1997),   and   Consolidated   shall  be  in  default
(notwithstanding  any terms of the New Note to the contrary)  under the New Note
and the Security  Documents if  Consolidated  thereafter  fails to make any such
$85,000 monthly payment.

         The parties hereto agree that notwithstanding any terms of the New Note
to the  contrary,  in the  event APS gives its  written  consent  to the  Global
Refinancing  pursuant to Section 2 hereof, and receives the APS Payment, and the
Global  Refinancing is closed prior to January 1, 1998, then the $40,000 monthly
payments  due under the New Note which  would  otherwise  begin  January 1, 1998
<PAGE>

pursuant to the terms of the New Note,  will,  instead,  begin on the earlier of
(i) the first day of the calendar month  following the month in which the Global
Refinancing  is closed,  or (ii) January 1, 1998, and  Consolidated  shall be in
default  (notwithstanding  any terms of the New Note to the contrary)  under the
New Note and the Security  Documents if Consolidated  fails thereafter to make a
payment of at least $40,000 on or before the first day of each month through and
including September 1, 1998.

         The  parties  hereto  agree  that,  in the  event,  on  October 1, 1999
Consolidated  tenders to APS all outstanding  principal and accrued interest due
under and  pursuant  to the New Note,  and  there  has not  theretofor  been any
default,  or  event  of  default,  under  the New  Note  or any of the  Security
Documents,  then APS will agree to accept,  in lieu of the fifteen percent (15%)
per annum  interest due from and after the Effective Date under the terms of the
New Note,  interest after the Effective  Date on the principal  amount due under
the New  Note  calculated  at the  rate  of  twelve  percent  (12%)  per  annum.
Notwithstanding the foregoing, nothing contained in this paragraph, or otherwise
in this  Agreement,  is intended  to modify,  limit or  otherwise  affect any of
Consolidated's  obligations  with respect to the  repayment of (i) any principal
amount of the New Note,  or (ii) any  principal  or interest  accrued  under the
Original Note that was refinanced into the principal of the New Note.

         6. No Additional  Financings.  The parties  acknowledge  and agree that
certain of the Security  Documents  provide  that,  without the prior consent of
APS, neither Consolidated nor any of the Subsidiaries will create, incur, assume
<PAGE>

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 Security  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  course of
business;  provided,  however that factoring transactions that occurred prior to
October 15, 1997,  will not be deemed to constitute a violation of the foregoing
so long as there is no increase  after  October 15, 1997,  in the amounts due or
involved in such factoring relationships.

         7. Financial  Reporting  Requirements.  In additional to such financial
and other  reporting  requirements  as may be provided  pursuant to the Security
Documents, Consolidated covenants and agrees that it will provide to APS, within
thirty  (30)  days  of the  end of each  month,  beginning  with  the  month  of
September,  1997,  consolidated financial statements for Consolidated and all of
the  Subsidiaries,   together  with  separate  supporting  Subsidiary  financial
statements and statements of consolidation,  as of and for the month and year to
date  period  ended on the last day of each  calendar  month.  Each  such set of
financial  statements shall be presented on a comparative  basis for the periods
<PAGE>

and dates in the preceding year and shall include detailed narrative analysis by
the  management  of  Consolidated,  addressed  to the  attention of the board of
directors of APS, of the financial position and results of operations  reflected
therein as of and for the periods covered by the financial statements,  together
with an assessment of future operating results (on a consolidated basis, and for
each  Subsidiary).  Furthermore,  each set of monthly  financial  statements and
associated  management  analysis shall contain a written statement signed by the
Chief  Financial  Officer of  Consolidated  to the effect that (i) the financial
statements have been prepared in accordance with generally  accepted  accounting
principles,  consistently  applied, and are a fair and accurate  presentation of
the financial  position and results of operations of  Consolidated,  each of the
Subsidiaries,  and the  consolidated  group as of the  date and for the  periods
covered by the financial statements, and (ii) the Chief Financial Officer has no
reason to believe  that the  narrative  management  analysis  accompanying  such
financial  statements contains any misleading facts or statements,  or omits any
fact or  statement,  the omission of which would make the  statements  contained
therein materially misleading.

         8.  Prohibition  on  Sale  of  Assets.  Consolidated  and  each  of the
Subsidiaries  covenants and agrees with APS that neither Consolidated nor any of
the Subsidiaries shall sell,  transfer,  assign or otherwise convey any of their
assets,  properties or rights or enter into any agreement with respect to any of
the  foregoing,  in any one  transaction  or a series of  related  transactions,
involving an aggregate consideration,  in cash or the fair market value of other
property or consideration, in excess of Fifty Thousand Dollars ($50,000) without
the express prior written consent of APS in each instance; provided such consent
shall not be withheld if there has been no default,  or event of default,  under
the New Note or any of the Security Documents,  and APS receives,  directly from
the  purchaser  at the  closing  of any such  sale,  a  payment  in  immediately
<PAGE>

available funds, equal to at least thirty percent (30%) of the net cash and fair
market value of other property or assets  received or receivable by Consolidated
or the applicable  selling  Subsidiary as a result of such sale, after deducting
only the amount,  if any, paid to secured  creditors  having liens on the assets
sold. APS must receive the ten (10) day  opportunity,  as described in paragraph
d. of Section 4, with respect to each such sale and any payments received by APS
upon any asset sale shall be treated as  described in paragraph b. of Section 4.
The parties further  acknowledge and agree, that once the total accrued interest
and  principal  remaining  due  under  and  pursuant  to the New Note is, in the
aggregate,  less than Nine Hundred Thousand Dollars ($900,000),  then no consent
shall be required  from APS for  purposes of any of the asset sale  transactions
described in this Section 8 provided  APS  receives the minimum  thirty  percent
(30%) payment  described above and Consolidated  and the  Subsidiaries  complies
with the other provisions of this Section 8 with respect to any such asset sale,
transfer,  assignment or conveyance.  Notwithstanding the foregoing (but subject
to the  provisions of Section 4 regarding  Acquisition),  the provisions for APS
granting  consent  (or not  needing  to  grant  consent)  for  the  transactions
described  in this  Section 8 shall not apply to sales of  divisions,  operating
units, business lines,  departments or other businesses,  and APS' prior written
consent for any sale, transfer,  assignment or other conveyance thereof shall be
required in each  instance  (which  consent APS shall be under no  obligation to
grant or not withhold).

         9. INSURANCE COVERAGE.  Consolidated and the Subsidiaries each covenant
and agree that APS has received,  prior to or simultaneously  upon the execution
of  this  Agreement,  written  agreements  from  all of  Consolidated's  and the
Subsidiaries'  current insurance carriers or insurance brokers (i) acknowledging
the  existence  and terms of coverage  of all  policies  of  insurance  owned or
<PAGE>

maintained  by  Consolidated  or any of the  Subsidiaries,  and  (ii)  expressly
agreeing  with APS that  each  carrier  or broker  will  notify  APS in  writing
simultaneously  whenever a cancellation notice is sent to Consolidated or any of
the Subsidiaries with respect to any of the policies of insurance.  Furthermore,
Consolidated  and each of the  Subsidiaries  covenants  and  agrees  that,  as a
condition to obtaining or renewing any policies of  insurance,  they will obtain
from  the  applicable   insurance   carriers  or  brokers   written   agreements
acknowledging  the  existence  and terms of coverage of the subject  policies of
insurance  and  expressly  agreeing  with APS that each  carrier or broker  will
notify APS in writing  simultaneously  whenever a cancellation notice is sent to
Consolidated or any of the  Subsidiaries  with respect to any of the policies of
insurance.

         10.   INTERCOMPANY   INDEBTEDNESS.   Consolidated   and   each  of  the
Subsidiaries  agrees that for so long as any indebtedness  from  Consolidated or
any of the Subsidiaries, to APS remains unpaid, neither Larco nor 7-7 shall have
any payment  obligation,  shall make any  payments,  or shall  forego,  waive or
release  any amount due to Larco or 7-7,  with  respect to any  intercompany  or
affiliate  indebtedness,  and neither  Consolidated  nor any of the Subsidiaries
shall (i) fail to pay any amounts due Larco or 7-7, or (ii)  demand,  receive or
accept any  payments  from  either  Larco or 7-7 except for (X) charges to Larco
used solely to satisfy  payroll,  administrative,  debt or other  legitimate and
commercially  reasonable  obligations of Larco arising in the ordinary course of
business  consistent with past  practices,  or (Y) short term advances repaid to
Larco within ten (10) days after being made by Larco. Furthermore,  Consolidated
and each of the Subsidiaries  agrees that upon any default, or event of default,
under the New Note or any of the Security  Documents,  Consolidated  and each of
<PAGE>

the Subsidiaries  will be deemed,  automatically  and without the requirement of
any further  action on their part,  to have  forgiven,  waived and  released any
indebtedness  or  obligations  owed to them by  Larco  or by 7-7,  and  will not
thereafter demand,  receive or accept any payments,  properties or other amounts
from  Larco or 7-7,  and Larco  and 7-7 will not  thereafter  pay or tender  any
amounts to any  Subsidiary.  Consolidated  and each of the  Subsidiaries  agrees
that, upon request of APS, they will execute such acknowledgments, documents and
other  instruments  or  agreements  as APS shall request to evidence the matters
described in this Section 10.

         11.  REPRESENTATIONS  AND  WARRANTIES.  Consolidated  and  each  of the
Subsidiaries hereby, jointly and severally,  represents and warrants to APS, 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 each and
every of the Security  Documents to which it is a party. 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.

                  (b) There is only one class of  common  stock of  Consolidated
outstanding.
<PAGE>

                  (c)   Consolidated   has  made  available  to  APS  copies  of
Consolidated's  annual report on Form 10-K for the year ended December 31, 1996,
and its quarterly reports on Form 10-Q for the quarters ended March 31, 1997 and
June 30, 1997,  (collectively,  the "Periodic Reports"),  in the form filed with
the Commission  pursuant to the  requirements  of the Exchange Act. The Periodic
Reports were  appropriately  responsive to the requirements of the Exchange Act,
were  complete  and proper in form and did not contain an untrue  statement of a
fact or omit to state a fact required to be stated  therein or necessary to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not  misleading.  Since June 30, 1997, and through the Effective  Date, no
event has occurred as a consequence of which  Consolidated  would be required to
file, on or before the Effective  Date, a current report on Form 8-K pursuant to
the requirements of the Exchange Act, except for the Form 8-K filed prior to the
Effective  Date to report that  Consolidated's  stock is no longer traded on the
Nasdaq Stock Market, Inc. SmallCap Market.

         (d) No default,  or event of  default,  has  occurred  under any of the
Security  Documents,  and each of the parties to the  Security  Documents  is in
compliance with its obligations thereunder.

         (e)  Consolidated's and each of the Subsidiaries'  representations  and
warranties  under each of the  Security  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.
<PAGE>

         (f) The entering into and  performance of their  obligations  under the
Security  Documents,  and the execution and delivery by  Consolidated of the New
Note (and the performance of Consolidated's  and the  Subsidiaries'  obligations
thereunder), does not 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.

         12. 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  Security
Documents,  and all of the  Security  Documents  are intended to be, and remain,
binding and enforceable in accordance with their terms.  The Security  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 Security  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 Security  Documents.  Consolidated and each of the  Subsidiaries  does
hereby  forever  release and  discharge  APS and APS'  shareholders,  directors,
officers,  affiliates, agents, attorneys and employees, from any and all claims,
demands, causes of action,  obligations,  debts or other rights, whether arising
from the law of contract,  tort,  property,  common law,  constitutional  law or
statutory  law, known or unknown,  which it may have or could assert,  including
<PAGE>

but not limited to any claims or causes of action relating to the Original Note,
the Security  Documents,  the New Note or any  transactions  with APS (including
without  limitation the purchase by APS, and sale back to  Consolidated,  of the
stock of  Consolidated  pursuant to which the  Original  Note was  executed  and
delivered by  Consolidated to APS). The foregoing is not intended to release APS
from any of its executory obligations under this Agreement.

         Without   limiting  the  foregoing,   Consolidated   and  each  of  the
Subsidiaries  expressly  acknowledge  and agree  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 (i) the
negotiation and entering into the various agreements and transactions which give
rise to the Original Note and Security Documents,  or any misrepresentation made
in  connection  therewith,  or any  breach or  default  thereunder,  or (ii) the
Original Note, the New Note, or any of the Security Documents,  or any breach or
default thereunder.

         13. REIMBURSEMENT OF EXPENSES. Consolidated agrees to reimburse APS for
all legal fees and associated expenses incurred by APS in negotiating, preparing
and entering into this Agreement,  the New Note and the Security Documents,  and
perfecting  the  various  security  interests  granted  pursuant  thereto.   APS
acknowledges  that  Consolidated has prepaid Ten Thousand  Dollars  ($10,000) of
such fees and  expenses.  Consolidated  agrees to promptly  reimburse any of the
reimbursable fees and expenses described above in excess of Ten Thousand Dollars
($10,000) upon written  request by APS,  which request shall include  reasonable
supporting  documentation  for the  reimbursement  requested.  In the  event the
reimbursable  fees and  expenses  described  above do not  exceed  Ten  Thousand
Dollars ($10,000), APS will reimburse any unutilized amount of the prepayment to
Consolidated after a final accounting of the costs incurred by APS.
<PAGE>

         14.  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 (which is
not cured after any required  notices of default and  opportunity to cure) under
the New Note or any of the Security Documents.

         15.  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.

         16. 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.
<PAGE>

         17. 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.  Upon  the  creation  or  acquisition  of any  new  Subsidiary,
Consolidated  and the  Subsidiaries  shall cause such new Subsidiary to promptly
execute and be bound by, a counterpart of this Agreement.

         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 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
         or
         the Subsidiaries:          Consolidated Eco-Systems, Inc.
                                    6807 West 12th Street
                                    Little Rock, AR  72204
                                    Attn: President

Any party may change its address for purposes of this Agreement by proper notice
to the other party.
<PAGE>



               [Remainder of this page left intentionally blank.]

<PAGE>




043860.0002  Austin  32504 v04


                               SIGNATURE PAGES TO
                          MASTER REFINANCING AGREEMENT


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
         Agreement as of the 6th day of November, 1997.


         CONSOLIDATED:                       Consolidated Eco-Systems, Inc.


                                             By: /s/ James J. Connors, Jr.

                                             Name: James J. Connors

                                             Title: President/CEO


         APS:                                American Physicians Service Group,
                                                Inc.


                                             By: /s/ Duane Boyd

                                             Name: Duane Boyd

                                             Title: Senior VP


         LARCO:                              Larco Environmental Services, Inc.


                                             By: /s/ James J. Connors, Jr.

                                             Name: James J. Connors, Jr.

                                             Title: President/CEO


<PAGE>





                               SIGNATURE PAGES TO
                          MASTER REFINANCING AGREEMENT
                                   (continued)

         7-7:                                7-7, Inc.


                                             By: /s/ Sam M. Williams

                                             Name: Sam M. Williams

                                             Title: President


         CES:                                Consolidated Environmental
                                                Services, Inc.


                                             By: /s/ James J. Connors, Jr.

                                             Name: James J. Connors, Jr.

                                             Title: President/CEO


         CIERRA:                             Cierra, Inc.


                                             By: /s/ James J. Connors, Jr.

                                             Name: James J. Connors, Jr.

                                             Title: President/CEO


         KR INDUSTRIAL:                      KR Industrial Services of Alabama,
                                               Inc.


                                             By: /s/ James J. Connors, Jr.

                                             Name: James J. Connors, Jr.

                                             Title: President/CEO

<PAGE>


                               SIGNATURE PAGES TO
                          MASTER REFINANCING AGREEMENT
                                   (continued)

         EXSORBET TECHNICAL:                 Exsorbet Technical Services, Inc.


                                             By: /s/ James J. Connors, Jr.

                                             Name: James J. Connors, Jr.

                                             Title: President/CEO


         ACQUISITION:                        Eco Acquisition, Inc.


                                             By: /s/ James J. Connors, Jr.

                                             Name: James J. Connors, Jr.

                                             Title: President/CEO


<PAGE>