EXHIBIT 10.6
                                                                    ------------

CONFIDENTIAL  TREATMENT HAS BEEN  REQUESTED  FOR PORTIONS OF THIS  EXHIBIT.  THE
CONFIDENTIAL  PORTIONS HAVE BEEN  REDACTED AND ARE DENOTED BY A DOUBLE  ASTERISK
(**). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

               MEDICAL WASTE TRANSPORTATION AND DISPOSAL AGREEMENT

         This medical waste transportation and disposal agreement ("Agreement"),
is entered into by and between ENVIROCLEAN  MANAGEMENT  SERVICES,  INC., a Texas
corporation  ("Corporation"),  having a mailing  address of 12750  Merit  Drive,
Suite 770, Dallas, Texas 75251, Attention:  Contracts Administration and Trinity
Mother  Frances  Regional  Health  Care Center  ("Generator"),  having a mailing
address of 800 East Dawson,  Tyler,  Texas 75701,  Attention:  Mr. Matt Edwards.
This agreement will commence on March 1, 2001.

                                   WITNESSETH:

         Whereas,  Generator is a health care system and affiliates which own or
operate  facilities  that generate  Medical Waste (as hereinafter  defined;  and
identified in addendum).

         WHEREAS,  Corporation is in the business of transporting and processing
of Medical Waste; and

         WHEREAS,   Generator   desires  to  engage   Corporation  in  transport
Generator's  and its  affiliates  Medical  Waste for  disposal at an  authorized
Medical Waste disposal facility as hereafter provided.

         NOW, THEREFORE,  in consideration of the premises,  and mutual promises
herein contained, the parties agree as follows:

1.       "Medical  Waste" shall mean Medical  Waste as defined in 40 C.F.R.  ss.
         259.10  (1990) and  medical  waste and  special  waste from health care
         related  facilities  as defined in 31 Texas  Administrative  Code 330.2
         (Texas Natural Conservation Commission rules).

2.       Generator and its affiliates  generate  Medical Waste that is regulated
         by  the  United  States   Environmental   Protection   Agency  ("EPA"),
         Occupational  Health and Safety  Administration  (OSHA),  Texas Natural
         Resource Conservation Commission (TRNCC) and by other state agencies.

3.       Corporation is registered with the CPA, Texas Railroad Commission,  the
         Texas Natural Resource  Conservation  Commission  Municipal Solid Waste
         Division and the Texas Department of Transportation  Corporation is and
         for the entire term of this  agreement  shall be permitted and licensed
         by  all  applicable  regulatory  and  governmental  agencies  requiring
         permits  and  licenses  for  transport  and  disposal  of  medical  and
         special/infectious waste.

4.       Corporation  covenants,  represents and warrants that it shall contract
         with an authorized  disposal facility for disposal of Generator and its
         affiliates Medical Waste in accordance with the laws and regulations of

<PAGE>

         the federal and appropriate state governments,  specifically  including
         those rules and regulations dealing with the transportation,  transfer,
         storage  and/or  disposition  of special waste from health care related
         facilities as specified in 25 Texas  Administrative Code ss. 1.131, et.
         seq. and 30 Texas  Administrative Code ss. 330.1001,  et. seq., as such
         sections may be amended from time to time. The specific  facilities and
         locations of generator's to be picked-up,  transported  and disposed of
         by Corporation pursuant to this Agreement are set forth in the Addendum
         1.

5.       Corporation  shall provide cartons,  packaging  materials and labels in
         Generator and its  affiliates in packaging  Medical Waste  generated at
         Generator's and its affiliates as specified in 31 Texas  Administrative
         Code ss. 330.1004.

6.       Corporation shall provide the required shipping  documents as set forth
         in 31 Texas Administrative Code 330.1004 and 330.1005.

7.       Generator  represents  and  warrants  that it will package only Medical
         Waste  for  transportation  by  Corporation  and  will not  provide  in
         Corporation any other material,  including, without limitation,  trash,
         garbage,  rubbish,  asbestos,  hazardous  waste  or  radioactive  waste
         regulated  under 31 Texas  Administrative  Code Ch.  289.  Furthermore,
         Generator  represents  and  warrants  that it will  package its Medical
         Waste in  accordance  with  the  rules of the  Texas  Natural  Resource
         Conservation Commission or other applicable regulatory authority.

         Generator  hereby agrees to the fullest extent  permitted by applicable
         law,  to  indemnify,  defend  and hold  harmless  Corporation  from and
         against  all  liabilities  arising  out of  Generator's  breach  of any
         representation or warranty set forth in this paragraph.

8.       Generator  shall  package  its  Medical  Waste  in the  packages  to be
         provided by Corporation. Generator shall close, seal and label each and
         every package prior to pick up with labels provided by Corporation.

9.       Corporation   shall  collect  packaged  Medical  Waste  as  agreed  and
         transport same to an authorized  disposal facility,  in accordance with
         the  laws  and  regulations  of  the  federal  and  appropriate   state
         governments.

10.      Corporation  shall be responsible  for the loading,  transporting,  and
         tracking  of the Medical  Waste from the time it picks up the  packaged
         Medical Waste at the Generator and its affiliates  sites until the time
         it  delivers  the Medical  Waste to an  authorized  disposal  facility.
         Corporation  shall  provide  proof  of  disposal  to the  Generator  in
         accordance with federal and applicable states laws and regulations.

11.      EXCEPT AS EXPRESSLY  DESCRIBED IN THIS AGREEMENT,  CORPORATION MAKES NO
         EXPRESS OR IMPLIED  WARRANTY,  REPRESENTATION  OR  GUARANTEE  REGARDING
         CORPORATION SERVICES.

12.      Corporation  shall carry  automotive,  pollution and general  liability
         insurance  covering its  activities  under this Agreement in accordance
         with federal and  applicable  state laws and  regulations.  Corporation
         shall  maintain,  in full  force  and  effect  during  the term of this
         Agreement,  the types of policies referenced above issued by a national
         insurer  covering  Corporation and its employees and agents against all
         claims  arising out of the  performance  of  services  marketed in this

<PAGE>

         Agreement.  Or,  before  the  effective  date  of  this  Agreement  and
         thereafter  upon  request,   Corporation   shall  promptly  deliver  to
         Generator certificates of insurance evidencing such coverage.

13.      Cost and Term of agreement for the services describer herein, Generator
         shall pay Corporation at Dallas, Texas the
         following:

         A.       TERM: The initial term of this service  agreement shall be for
         a period of two (2) years  unless  otherwise  specified.  This  service
         agreement shall commence upon 3/01/2001 and expire on 3/01/2003.  After
         the initial 12 months of the contract has expired,  Corporation  agrees
         that  Generator  can elect to change the billing terms to reflect a per
         pound  charge of ** or  portion  thereof  for each  packaged  carton of
         medical  waste picked up by the  Corporation  at the  Generator's  main
         facility  designated  as the primary  hospital site in Addendum 1. Such
         election  must be  made  in  writing  within  30  days of the one  year
         anniversary  of this  contract's  commencement.  This  agreement  shall
         automatically renew for successive two year periods unless either party
         provides  written notice to the other at least thirty (30) days but not
         more than ninety (90) days prior to the  expiration of the initial term
         or any renewals thereafter. All renewals shall be on the same terms and
         conditions as set forth herein except that the Corporation reserves the
         right to increase prices no more than ** after each twelve month period
         without notification.  A cancellation fee for early termination will be
         invoiced  at the  average  monthly  dollar  amount  times the number of
         months  remaining in the  Agreement,  in addition to a  processing  fee
         equal  to  **  of  the  aggregate  contract  value.  In  the  event  of
         cancellation,  this amount will be due fifteen (15) days after  invoice
         date.

         B.       COST:  ** PER BOX for each  packaged  carton or medical  waste
         picked  up  by  the  Corporation  at  the  Generator's   main  facility
         designated as the primary hospital site in Addendum 1.

         C.       COST:  ** PER BOX for each  packaged  carton or medical  waste
         picked up by the  Corporation  at the  Generator's  affiliated  clinics
         designated in Addendum 1.

         D.       Corporation  will provide at the  determination  of Generator,
         follow-up periodic  in-service  training for Generator's  personnel and
         its  affiliates  personnel  on proper  storage and  handling of medical
         waste  included  at  no  charge.   More  extensive   training  programs
         including,  Exposure  Control and Bloodborne  Pathogens  training to be
         made available to Generator upon request at additional charge.

14.      Corporation  shall bill or invoice Generator for the above charges on a
         monthly basis and Generator  shall pay such bills or invoices within 15
         days  after  receipt.   Upon  10  days  written  notice  to  Generator,
         Corporation  shall add a late charge for any past due payment  equal to
         ** per month for any amount due and not paid  within such 10 day notice
         period.

15.      This Agreement may be terminated immediately by either party should the
         other party fail  substantially to perform in accordance with the terms
         of  this  Agreement  through  no  fault  of the  party  initiating  the
         termination  and such  failure has not been caused as set forth  below.
         Party at fault shall have the right upon receipt of termination  notice
         to  cure  alleged  breach  in 30  days  of  notice  to  the  reasonable
         satisfaction of party initiating termination.

16.      This  agreement  contains the entire  agreement  between  Generator and
         Corporation,  and no  oral  statements  or  prior  written  matter  not
         specifically  incorporated herein shall be of any force or effect. This
         Agreement may not be modified or amended  unless such  modification  or
         amendments is set forth in writing and executed by both Corporation and
         Generator.

<PAGE>

17.      THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH
         THE LAWS OF THE STATE OF TEXAS.

18.      No failure  by either  party  hereto at any time to give  notice of the
         breach  by the  other  party of, or to  require  compliance  with,  any
         condition or provision  of this  Agreement  shall be deemed a waiver of
         similar or dissimilar provisions or conditions at the same or any prior
         or subsequent time.

19.      The parties  hereto  hereby agree that any action under this  Agreement
         shall be handled  according  to Texas  Legislation  which was passed in
         1000 dealing with contracts greater than a million dollars in value.

20.      If any  provision of this  Agreement is held to be illegal,  invalid or
         unenforceable  under present or future laws,  such  provision  shall be
         fully  severable and this Agreement  shall be construed and enforced as
         if such  illegal,  invalid  or  unenforceable  provision  is not a part
         hereof, and the remaining  provisions hereof shall remain in full force
         and effect. In lieu of any illegal,  invalid or unenforceable provision
         herein, there shall be added automatically as a part of this Agreement,
         a  provision  as  similar  in its  terms to such  illegal,  invalid  or
         unenforceable  provision  as may be  possible  and be legal,  valid and
         enforceable.

21.      The parties  acknowledge that each party and, if it is so chooses,  its
         counsel have  reviewed and revised this  Agreement  and that the normal
         rule of  construction,  to the effect  that any  ambiguities  are to be
         resolved  against  the  drafting  party,  shall not be  employed in the
         interpretation of this Agreement or any amendments or exhibits hereto.

22.      This  Agreement  shall inure to the  benefit  of, and be binding  upon,
         Generator,  Corporation  and their  respective  legal  representatives,
         successors  and  permitted  assigns.  Neither  party  may  assign  this
         Agreement or any right obligation  hereunder  without the prior written
         consent of the other party.

23.      Whenever  required by the context,  any gender shall  include the other
         gender,  the singular  shall  include the plural,  and the plural shall
         include  the  singular.  Each  defined  term  herein may be used in its
         singular or plural form whether or not so defined.

24.      For  purposes of this  Agreement,  notices and all other  communication
         provided  for herein  shall be in  writing  and shall be deemed to have
         been duly given when  personally  delivered  or when  deposited  with a
         nationally  recognized overnight express delivery service for overnight
         delivery or with United  States  registered  or verified  mail,  return
         receipt requested, postage prepaid, addressed as first set forth above.

25.      Each party shall keep, and allow the other party reasonable  access to,
         full and  accurate  books and records of the  services  being  provided
         pursuant to this Agreement.  Further, to the extent required by Section
         1395x(v)(1)(l)  of  Title  42 of the  United  States  Code,  until  the
         expiration  of four years,  after the  termination  of this  Agreement,
         Corporation  shall,  upon  written  request,   make  available  to  the
         Secretary of the United States Department of Health and Human Services,
         or to the Comptroller  General of the United States General  Accounting
         Office, or to any of their duly authorized  representatives,  a copy of
         this  Agreement and such books,  documents and records as are necessary

<PAGE>

         to certify the nature and extent of the costs of the services  provided
         by Corporation under this Agreement. Corporation further agrees that in
         the  event  it  carries  out  any of its  duties  hereunder  through  a
         subcontract having a value or cost of Ten Thousand Dollars ($10,000.00)
         or more over a twelve month period, with a related  organization,  such
         subcontract  shall  contain  a clause  to the  effect  that  until  the
         expiration of four years after the furnishing of such services pursuant
         to such  subcontract,  the related  organization  shall,  upon  written
         request,   make  available  to  the  Secretary  of  the  United  States
         Department of Health and Human Services,  or to the Comptroller General
         of the United States General Accounting Office, or to any of their duly
         authorized representatives,  a copy of such subcontract and such books,
         documents and records of such  organization as are necessary to certify
         the nature and extent of such costs.

26.      Neither Corporation nor any agent of Corporation that will be providing
         services under this Agreement has been excluded, suspended, debarred or
         otherwise  sanctioned  from  participation  in  any  federal  or  state
         healthcare  program,  including  the  Medicare,  Medicaid  and  Champus
         programs nor has been  convicted or found to have  violated any federal
         or state fraud and abuse law or illegal remuneration law.

27.      Corporation   shall  be  fully   responsible  for  its  own  employees,
         representatives  and agents and agrees to INDEMNIFY AND HOLD Generator,
         and the entities  listed in the RFP,  and their its agents,  personnel,
         employees,  officers,  and directors  HARMLESS from any and all claims,
         demands,  or  actions  (including,  but  not  limited  to,  judgements,
         compromises, settlements, damages for personal injury, property damage,
         court costs,  cost of defense and attorneys' fees) caused by, resulting
         from, or alleging  negligence or  malfeasance or any failure to perform
         any service  provided by or to be  provided by  Corporation  under this
         Agreement.

28.      The parties hereby  represent  that they have paid and/or  received all
         amounts due and owing  prior to the  effective  date of this  agreement
         under all previous agreements or business arrangements with each other.
         The  parties  hereby  release  one  another  from any claim or cause of
         action  based  upon a debt or past due  account  accruing  prior to the
         effective date of this agreement.


         CONTRACT TO BE EXECUTED THIS 2ND DAY OF FEBRUARY, 2001.


<PAGE>


CORPORATION:

ENVIROCLEAN MANAGEMENT SERVICES, INC., a Texas corporation


By              /S/ MATTHEW H. FLEEGER
                --------------------------------------

Name:           Mathew H. Fleeger
                --------------------------------------

Title:          President/CEO
                --------------------------------------



GENERATOR:

TRINITY MOTHER FRANCES HEALTH SYSTEM:

By              /S/ RAY THOMPSON
                --------------------------------------

Name:           Ray Thompson
                --------------------------------------

Title:
                --------------------------------------



                                   ADDENDUM I

The following facilities/areas will be included in this contract:


       Contract                            Main Hospital Facility
       Location
-------------------------- -------------------------- --------------------------
Matt Edwards               TMF Regional Health Ctr.
-------------------------- -------------------------- --------------------------
                           800 E. Dawson
-------------------------- -------------------------- --------------------------
                           Tyler, Texas  75701
-------------------------- -------------------------- --------------------------


<PAGE>


                         ADDENDUM I (AFFILIATED CLINICS)


                         TRINITY MOTHER FRANCES CLINICS


             Name                             Address                  City
----------------------------------- ------------------------------ -------------
Champion EMS                        103 East Valley                Lindale
----------------------------------- ------------------------------ -------------
TMF Center for Family Care          2990 N. Broadway               Tyler
----------------------------------- ------------------------------ -------------
TMF Childrens Clinic PA             305 West Rusk                  Tyler
----------------------------------- ------------------------------ -------------
TMF Clinic Ob/Gyn #1                120 E. Charnwood               Tyler
----------------------------------- ------------------------------ -------------
TMF Clinic Ob/Gyn #2                830 S. Fleishel                Tyler
----------------------------------- ------------------------------ -------------
TMF Clinic-Athens                   1505 Hwy. 19 South             Athens
----------------------------------- ------------------------------ -------------
TMF Clinic-Athens                   1507 Hwy. 19 South             Athens
----------------------------------- ------------------------------ -------------
TMF Clinic-Canton                   351 E. Hwy. 243                Canton
----------------------------------- ------------------------------ -------------
TMF Clinic-Chandler                 803 Hwy 31 East                Chandler
----------------------------------- ------------------------------ -------------
TMF Clinic-Henderson #1             500 N. Marshall                Henderson
----------------------------------- ------------------------------ -------------
TMF Clinic-Henderson #2             511 North High                 Henderson
----------------------------------- ------------------------------ -------------
TMF Clinic-Jacksonville             2026 S. Jackson                Jacksonville
----------------------------------- ------------------------------ -------------
TMF Clinic-Kilgore                  1718 South Henderson           Kilgore
----------------------------------- ------------------------------ -------------
TMF Clinic-Lab/Radiology            619 S. Fleishel, Ste. 302      Tyler
----------------------------------- ------------------------------ -------------
TMF Clinic-Lake Palestine           20208 Hwy., 166 South          Flint
----------------------------------- ------------------------------ -------------
TMF Clinic-Lindale                  14069 FM 849                   Lindale
----------------------------------- ------------------------------ -------------
TMF Clinic-Manhattan                3802 Manhattan Dr.             Tyler
----------------------------------- ------------------------------ -------------
TMF Clinic-Mercer                   514 South Beckham              Tyler
----------------------------------- ------------------------------ -------------
TMF Clinic-Mineola                  1302 N. Pacific                Mineola
----------------------------------- ------------------------------ -------------
----------------------------------- ------------------------------ -------------

----------------------------------- ------------------------------ -------------
TMF Clinic-Whitehouse               601 N. Hwy 110-Bay 0           Whitehouse
----------------------------------- ------------------------------ -------------
TMF Direct Care                     5414 S. Broadway               Tyler
----------------------------------- ------------------------------ -------------
TMF EMS-Canton                      South Hwy 19 at 243            Canton
----------------------------------- ------------------------------ -------------
----------------------------------- ------------------------------ -------------

----------------------------------- ------------------------------ -------------
TMF EMS-Lindale #2                  13766 Hwy 69 North             Lindale
----------------------------------- ------------------------------ -------------
TMF EMS-Winnsboro                   501 B.S. Main                  Winnsboro
----------------------------------- ------------------------------ -------------
TMF Endocrinology                   619 S. Fleishel                Tyler
----------------------------------- ------------------------------ -------------
TMF Family Care Center              214 E. Houston                 Tyler
----------------------------------- ------------------------------ -------------
TMF Health At Work                  4520 S. Broadway               Tyler
----------------------------------- ------------------------------ -------------
----------------------------------- ------------------------------ -------------

----------------------------------- ------------------------------ -------------
TMF Infectious Disease              619 S. Fleishel, Ste. 200      Tyler
----------------------------------- ------------------------------ -------------
TMF Medical and Surgical Clinic     520 E. Douglas Blvd.           Tyler
----------------------------------- ------------------------------ -------------
TMF Pediatric Clinic                706 Turtle Creek               Tyler
----------------------------------- ------------------------------ -------------
TMF Pediatric Clinic-Tyler          2990 North Broadway            Tyler
----------------------------------- ------------------------------ -------------
TMF Quitman Rural Health Clinic     117 North Winnsboro            Quitman
----------------------------------- ------------------------------ -------------
----------------------------------- ------------------------------ -------------

----------------------------------- ------------------------------ -------------
TMF-Dr. Weirkant                    2026 S. Jackson                Jacksonville
----------------------------------- ------------------------------ -------------
TMF-Ross Breast Center              910 E. Houston, Ste. 650       Tyler
----------------------------------- ------------------------------ -------------
Trinity Direct Care                 104 Reick Road                 Tyler
----------------------------------- ------------------------------ -------------
Trinity Gastroenterology            910 E. Houston, Ste. 550       Tyler
----------------------------------- ------------------------------ -------------
----------------------------------- ------------------------------ -------------

----------------------------------- ------------------------------ -------------
Trinity Mother Frances Internal Med 619 S. Fleishel, Ste. 309      Tyler
----------------------------------- ------------------------------ -------------
Trinity Mother Frances/EMS          110 N. Rusk                    Overton
----------------------------------- ------------------------------ -------------
Trinity Mother Frances Health Sys   305 Rusk                       Overton
----------------------------------- ------------------------------ -------------
Trinity Mother Frances Surgery      910 E. Houston, Ste. 270 & 530 Tyler
----------------------------------- ------------------------------ -------------
Tyler Square                        415 S. Fleishel Ave.           Tyler
----------------------------------- ------------------------------ -------------