EXHIBIT 10.33

                                CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of September 17, 1997, is between HI-RISE
RECYCLING SYSTEMS, INC., a Florida corporation (herein, together with its
successors and assigns, called the "Borrower"), and OCEAN BANK (herein, together
with its successors and assigns, called the "Lender").

                                   WITNESSETH

         WHEREAS, the Borrower has requested from the Bank a commitment to
extend a line of credit in the amount of THREE MILLION DOLLARS ($3,000,000.00)
for the financing of lease contracts receivables;

         WHEREAS, the Lender is willing, on the terms and subject to the
conditions hereinafter set forth, to provide such commitment and to make
advances under the line of credit;

         NOW, THEREFORE, the parties hereto agree as follows:


                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

         1.1 DEFINED TERM. The following terms when used in this Agreement shall
have the following meanings:

         "ACCOUNT" means any account (as that term is defined in Section 9-106
of the Uniform Commercial Code as in effect, from time to time, in the State of
Florida).

         "ADVANCE(S)" means any funds which Lender makes available to Borrower
at Borrower's request under the Facilities.

         "ADVANCE RATE" means the base rate of interest as announced from time
to time by Citibank N.A., New York, New York, plus 2%, adjusted daily.

         "ADVANCE REQUEST FORM" means the Advance Request Form of the Lender as
included in EXHIBIT A.

         "AFFILIATE" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power.

                   (a) to vote 10% or more of the securities (on a fully diluted
basis) having ordinary voting power for the election of directors or managing
general partners; or

                   (b) to direct or cause the direction of the management and
policies of such Person whether by contract or otherwise.

         "AGREEMENT" means, on any date, this Credit Agreement as originally in
effect on the Effective Date and as thereafter from time to time amended,
supplemented, amended and restated, or otherwise modified and in effect on such
date.

         "AUTHORIZED OFFICER" means, relative to the Borrower, those of its
officers whose signatures and incumbency shall have been certified to the Lender
pursuant to SECTION 4.1.1.

         "BORROWER" is defined in the PREAMBLE.

         "BORROWING BASE" means, on any Borrowing Base Calculation Date, an
amount equal to 75% percent of all Eligible Receivables.

         "BORROWING BASE CALCULATION DATE" means the day that a Borrowing Base
Certificate is submitted to the Lender.

         "BORROWING BASE CERTIFICATE" means a certificate duly executed by the
chief accounting or financial Authorized Officer of the Borrower, substantially
in the form of EXHIBIT B attached hereto, with such changes as the Lender may
from time to time reasonably request for purposes of monitoring the Borrowing
Base.

         "BUSINESS DAY" means any day which is neither a Saturday or Sunday nor
a legal holiday on which banks are authorized or required to be closed in Miami,
Florida.

         "CASH COLLATERAL ACCOUNT" means a separate non-interest bearing
account, identified as Cash Collateral Account #100768642-13, established by
Borrower at Lender pursuant to the Lockbox Agreement.

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         "CHANGE IN CONTROL" means the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange
Act of 1934) of 50% or more of the outstanding shares of voting stock of the
Borrower.

         "CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "COLLATERAL" means all property and/or rights on or in which a Lien is
granted to the Lender (or to any agent, trustee, or other Person acting on the
Lender's behalf) pursuant to this Agreement, any of the Collateral Documents, or
any other Instruments provided for herein or therein or delivered or to be
delivered hereunder or thereunder or in connection herewith or therewith, as any
of the foregoing may be amended, supplemented, amended and restated, or
otherwise modified from time to time in accordance with the provisions hereof or
thereof.

         "COLLATERAL DOCUMENTS" means, collectively,  the Security Agreement and
each other  Instrument  or  document  pursuant to which a Lien is granted to the
Lender (or  perfected  in favor of the  Lender) (or to or in favor of any agent,
trustee,  or other Person acting on the Lender's  behalf) as security for any of
the Obligations,  as any and all of the foregoing may be amended,  supplemented,
amended and restated, or otherwise modified from time to time in accordance with
the provisions hereof or thereof.

         "COMMITMENT" means the Lender's obligation to make Advances pursuant to
SECTION 2.1.

         "COMMITMENT AMOUNT" means, on any date, THREE MILLION DOLLARS
($3,000,000.00).

         "COMMITMENT EXPIRATION DATE" means the date which Lender notifies the
Borrower that payment in full of the Obligations is due.

         "COMMITMENT TERMINATION DATE" means the earliest of

              (a)  the Commitment Expiration Date; or

              (b)  the occurrence and continuance of any Event of Default.

         "DEFAULT" means any Event of Default or any condition, occurrence or
event which, after notice or lapse of time or both, would constitute an Event of
Default.

         "DISCLOSURE SCHEDULE" means the Disclosure Schedule delivered to the
Lender by the Borrower on the date hereof.

         "DOLLAR" and the sign "$" mean lawful money of the United States.

         "ELIGIBLE RECEIVABLES" is defined in Section 2.3.

         "Environmental Laws" means all applicable Federal, state or local
statutes, laws, ordinances, codes, rules, regulations and guidelines (including
consent decrees and administrative orders) relating to protection of the
environment or human health or imposing liability or standards of conduct
concerning any Hazardous Material, as any of the foregoing may be amended or
supplemented from time to time.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to sections of ERISA also refer to any successor sections.

         "EVENT OF DEFAULT" is defined in Section 8.1.

         "GAAP" is defined in Section 1.4.

         "HAZARDOUS MATERIAL" means

              (a) any "hazardous substance", as defined by the Comprehensive
         Environmental Response, Compensation and Liability Act of 1980, as
         amended;

              (b) any "hazardous waste", as defined by the Resource Conservation
         and Recovery Act, as amended;

              (c) any petroleum product; or

              (d) any pollutant or contaminant or hazardous, dangerous or toxic
         chemical, material or substance within the meaning of any other
         applicable federal, state or local law, regulation, ordinance or
         requirement (including consent decrees and administrative orders)
         relating to or imposing liability or standards of conduct concerning
         any hazardous, toxic or dangerous waste, substance or material, all as
         amended or hereafter amended.

         "INDEBTEDNESS" of any Person means, without duplication:

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              (a) all obligations of such Person for borrowed money and all
         obligations of such Person evidenced by bonds, debentures, notes or
         other similar instruments;

              (b) all obligations, contingent or otherwise, relative to the face
         amount of all letters of credit, whether or not drawn, and banker's
         acceptances issued for the account of such Person;

              (c) all obligations of such Person as lessee under leases which
         have been or should be, in accordance with GAAP, recorded as
         capitalized lease liabilities;

              (d) all other items which, in accordance with GAAP, would be
         included as liabilities on the liability side of the balance sheet of
         such Person as of the date at which Indebtedness is to be determined;

              (e) whether or not so included as liabilities in accordance with
         GAAP, all obligations of such Person to pay the deferred purchase price
         of property or services, and indebtedness (excluding prepaid interest
         thereon) secured by a Lien on property owned or being purchased by such
         Person (including indebtedness arising under conditional sales or other
         title retention agreements), whether or not such indebtedness shall
         have been assumed by such Person or is limited in recourse;

              (f) all contingent liabilities of such Person in respect of any of
         the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer.

         "INDEMNIFIED LIABILITIES" is defined in SECTION 9.4.

         "INDEMNIFIED PARTIES" is defined in SECTION 9.4.

         "INSTRUMENT" means any contract, agreement, indenture, mortgage,
document or writing (whether by formal agreement, letter, or otherwise) under
which any obligation is evidenced, assumed or undertaken, or any Lien (or right
or interest therein) is granted or perfected.

         "Lender" is defined in the preamble.

         "LIEN" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property to secure payment of a debt or
performance of an obligation or other priority or preferential arrangement of
any kind or nature whatsoever.

         "LOAN DOCUMENT" means this Agreement, the Note, each Collateral
Document, and each other agreement, document or Instrument executed and
delivered in connection with this Agreement, as any and all of the foregoing may
be amended, supplemented, amended and restated, or otherwise modified from time
to time in accordance with the provisions hereof and thereof.

         "LOCKBOX AGREEMENT" means the Lockbox Agreement by and between the
parties, executed and delivered pursuant to Section 4.1.1, substantially in the
form of Exhibit C hereto, as amended, supplemented, amended and restated or
otherwise modified from time to time.

         "NOTE" means the Variable Rate Commercial Promissory Note of the
Borrower payable to the Lender, in the form of Exhibit D hereto (as such
promissory note may be amended, supplemented, endorsed or otherwise modified
from time to time), evidencing the Line of Credit, and also means all other
promissory notes accepted from time to time in substitution therefor or renewal
thereof.

         "OBLIGATIONS" means all obligations (monetary or otherwise) of the
Borrower, however created, arising, or evidenced, whether direct or indirect,
absolute or contingent, now or hereafter existing, or due or to become due,
which arise out of or in connection with this Agreement, the Note or any other
Loan Document.

         "ORGANIC DOCUMENT" means, relative to the Borrower, its certificate of
incorporation, its by-laws and all shareholder agreements, voting trusts and
similar arrangements applicable to any of its authorized shares of capital
stock.

         "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or al I of its functions under ERISA.

         "PENSION PLAN" means a "pension plan," as such term is defined in 3(2)
of ERISA, which is subject to Title IV of ERISA (other than a multi employer
plan as defined in 4001(a)(3) of ERISA), and to which the Borrower or any
corporation, trade or business that is, along with the Borrower, a member of a
controlled group, may have liability, including any liability by reason of
having been a substantial employer within the meaning of 4063 of ERISA at any
time during the preceding five years, or by reason of being deemed to be a
contributing sponsor under 4069 of ERISA.

         "PERSON" means any natural person, corporation, firm, association,
government, governmental agency or any other entity, whether acting in an
individual, fiduciary or other capacity.

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         "PLAN" means any Pension Plan or Welfare Plan.

         "Security Agreement" means the commercial Security Agreement by and
between the parties, executed and delivered pursuant to Section 4.1.1,
substantially in the form of Exhibit E hereto, as amended, supplemented, amended
and restated or otherwise modified from time to time.

         "TANGIBLE NET WORTH" means the consolidated net worth of the Borrower
and its Subsidiaries after subtracting therefrom the aggregate amount of any
intangible assets of the Borrower and its Subsidiaries, including capitalized
software development costs, goodwill, franchises, licenses, patents, trademarks,
trade names, copyrights, service marks and brand names.

         "UNITED STATES" or "U.S." means the United States of America.

         "WELFARE PLAN" means a "welfare plan", as such term is defined in 3(l)
of ERISA.

         1.2 USE OF DEFINED TERMS. Unless otherwise defined or the context
otherwise requires, terms for which meanings are provided in this Agreement
shall have such meanings when used in the Disclosure Schedule, the Note and each
Loan Document, notice and other communication delivered from time to time in
connection with this Agreement or any other Loan Document.

         1.3 CROSS-REFERENCES. Unless otherwise specified, references in this
Agreement and in each other Loan Document to any Article are references to such
Article of this Agreement or such other Loan Document, as the case may be.

         1.4 ACCOUNTING AND FINANCIAL DETERMINATIONS. Unless otherwise
specified, all accounting terms used herein or in any other Loan Document shall
be interpreted, all accounting determinations and computations hereunder or
thereunder shall be made, and all financial statements required to be delivered
hereunder or thereunder shall be prepared in accordance with, those generally
accepted accounting principles ("GAAP") applied in the preparation of the
financial statements referred to in Section 5.5.


                                   ARTICLE II
                        ADVANCES UNDER THE LINE OF CREDIT

         2.1 COMMITMENT. On the terms and subject to the conditions of this
Agreement, the Lender hereby agrees to make available Advances from time to time
before the Commitment Termination Date in such face amounts as the borrower may
from time to time request; PROVIDED, however, that no Advance shall be given if,
after giving effect to such advance, the aggregate face value of all Advances
outstanding hereunder would exceed the lesser of: (i) THREE MILLION DOLLARS
($3,000,000.00) or (ii) the Borrowing Base.

         2.2 ADVANCE REQUESTS. Provided that all conditions precedent to an
Advance have been satisfied by Borrower, Lender, subject to the terms hereof,
shall make Advances from time to time to Borrower's account within two (2)
Business Days after delivery to Lender by Borrower of a duly executed Advance
Request Form satisfactory in form and substance to Lender. Each Advance shall be
accompanied by the delivery to Lender of all documents reasonably requested by
Lender, including, without limitation, a duly executed Borrowing Base
Certificate. The Borrowing Base Certificate shall stipulate the total amount of
Eligible Receivables and Eligible Inventory.

         2.3 ELIGIBLE RECEIVABLES. Eligible Receivables, as of the Borrowing
Base Calculation Date, shall include all accounts now owned or hereafter created
by Borrower, including all accounts receivable, contract rights and general
intangibles relating to such accounts received, resulting from the lease of
recycling systems equipment to lessee within the United States or where the
Products are delivered in the United States and all the proceeds thereof, BUT
EXCLUDING: (a) any Account which is more than sixty (60) calendar days past the
original due date; (b) any Account due by a Lessee for whom ten percent (10%) or
more of the outstanding receivable from the Borrower to said Lessee are sixty
days or more past due; (c) any intercompany Account of the Borrower arising from
a sale to an Affiliate or subsidiary; (d) those Accounts derived from finance
charges and/or any other charge in excess of the cost of the recycling system
equipment; and/or (e) any Account in which another person has a security
interest or Lien.

         2.4 COLLATERAL FOR ADVANCES.

         2.4.1 DEPOSIT. The parties have executed a Lockbox Agreement that
authorizes the Lender to establish a Cash Collateral Account into which all
funds received from buyers corresponding to payment of Borrower's account
receivables shall be credited. As security for the payment of all obligations,
the Borrower hereby grants, conveys, assigns, pledges, sets over, and transfers
to the Lender, and creates in the Lender's favor a lien on and security interest
in, all money, instruments, and securities at any time held in or acquired in
connection with the Cash Collateral Account, together with all proceeds thereof.
The Borrower shall have no right to withdraw or to cause the Lender to withdraw
any funds deposited in the Cash Collateral Account. At any time and from time to
time, upon the Lender's request, the Borrower promptly shall execute and deliver
any and all such further instruments and documents (including, without
limitation, financing statements and bond powers executed in blank) as may be
necessary, appropriate, or desirable in the Lender's judgment to obtain the full
benefits (including, without limitation, perfection and priority) of the
security interest created or intended to be created by this SECTION 


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2.4.1 and of the rights and powers herein granted. The Borrower shall not create
or suffer to exist any Lien on any amounts or investments held in the Cash
Collateral Account other than the Lien granted under this SECTION 2.4.1.

         2.4.2 APPLICATION OF FUNDS. The Lender shall apply funds in the Cash
Collateral Account in the following manner:

         (i) on each Business Day that funds are deposited in the Cash
     Collateral Account, Lender shall at the close of the Business Day, transfer
     all monies above $1,000.00 to the Loan Account and reduce the aggregate
     value of Advances outstanding by the same amount; and

         (ii) on the Commitment Termination Date, Lender shall apply all monies
     in the Cash Collateral Account to the outstanding Obligations in such order
     as the Lender may elect.

         Except in the case described in clause (ii) above, the Lender shall
release all funds remaining in the Collateral Account to the Borrower within
five Business Days after the latter of (a) the Commitment Termination Date, and
(b) the Borrower Shall have paid in full all Obligations. If the Lender resigns,
the outgoing Lender and the new Lender shall effect a transfer to the new Lender
of all of the outgoing Lender's right, title, and interest in and to the
Collateral Account concurrently with the effectiveness of such resignation.

         2.4.3 FEES. The Borrower shall pay to the Lender fees customarily
charged by the Lender with respect to the maintenance of accounts similar to the
Cash Collateral Account.


                                   ARTICLE III
                                INTEREST AND FEES

         3.1 COMMITMENT FEE. In consideration of this Agreement and the
Commitment, the Borrower agrees to pay to the Lender on the date of this
Agreement a commitment fee in the amount of $15,000.00.

         3.2 INTEREST. Interest shall accrue on the aggregate face value of the
Advances at the Advance Rate. Each change in the prime rate shall be effective
as of the opening of business on the effective date of such change in the prime
rate. Interest on Advances shall be payable on the first Business Day of each
month, commencing on the first date after the date of the initial Advance. On
the first Business Day of each month, Borrower's operating account
#________________ will be debited for the total accrued interest during the
preceding month less any prepayments of interest which may have been made.

         3.3  PENALTY  INTEREST.  Interest on any Advance,  or portion thereof,
that remains outstanding after the Commitment  Termination Date, shall accrue at
the maximum rate permitted by law.


                                   ARTICLE IV
                         CONDITIONS TO CREDIT EXTENSIONS

         4.1 CONDITIONS PRECEDENT.

              4.1.1 CONDITIONS TO CLOSING. As a condition to Lender executing
this Agreement, Borrower shall deliver to Lender, in form and substance
satisfactory to Lender:

                   (a)  A duly executed Note.

                   (b)  A duly executed Security Agreement.

                   (c)  The Lender and the Borrower shall have entered into and
                        delivered the Lockbox Agreement in the form attached
                        hereto as Exhibit F.

                   (d)  Borrower will have established a Cash Collateral Account
                        with Lender as stipulated for in Section 2.4 of this
                        Agreement.

                   (e)  A favorable opinion of counsel to Borrower.

                   (f)  Evidence satisfactory to Lender that Borrower is
                        organized and in good standing in the State of Florida
                        and is qualified as a foreign corporation and in good
                        standing all jurisdictions in which it transacts
                        business.

                   (g)  Copies of Borrower's Articles of Incorporation,
                        certified as of a recent date by the Secretary of State
                        of Florida, and copies of Borrower's by-laws, certified
                        by the Secretary or Assistant Secretary of Borrower that
                        such by-laws are true and correct as of the date of the
                        execution of this Agreement by Lender.

                   (h)  Certificates of the Secretary or an Assistant Secretary
                        of Borrower, dated as of the date of the initial
                        Advance, as to incumbency and signatures of the officers
                        of Borrower executing this Agreement, any of the other
                        Loan Documents and any other certificates or other
                        document to be delivered pursuant hereto or

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<PAGE>

                        thereto, together with evidence of the incumbency of
                        such Secretary or Assistant Secretary.

              4.1.2 CONDITIONS TO INITIAL ADVANCE. Notwithstanding any other
provision of this Agreement and without affecting in any manner the rights of
Lender hereunder, Borrower shall have no rights under this Agreement (but shall
have all applicable obligations hereunder), and Lender shall not be obligated to
make an initial Advance hereunder, unless and until Borrower shall have
delivered to Lender, in form and substance satisfactory to Lender:

                   (a)  Resolutions of Borrower's board of directors, certified
                        by the Secretary or Assistant Secretary of Borrower,
                        duly adopted and in full force and effect on the date of
                        the initial Advance, authorizing (i) the execution,
                        delivery and performance of this Agreement and all other
                        Loan Documents, (ii) the Advances hereunder and the
                        performance by Borrower of all actions contemplated by
                        this Agreement and the other Loan Documents, (iii) the
                        granting of the Liens provided for in this Agreement,
                        (iv) specific officers to execute and deliver this
                        Agreement, the other Loan Documents and all other
                        related documents and instruments.

                   (b)  Acknowledgment copies of properly filed Uniform
                        Commercial Code financing statements (Form UCC-1), dated
                        a date reasonably near to the date of the Note, or such
                        other evidence of filing as may be acceptable to the
                        Lender, naming the Borrower as the debtor and the Lender
                        as the secured party, or other similar instruments or
                        documents, filed under the Uniform Commercial Code of
                        all jurisdictions as may be necessary or, in the opinion
                        of the Lender, desirable to perfect the security
                        interest of the Lender pursuant to the Security
                        Agreement.

                   (c)  Executed copies of proper Uniform Commercial Code Form
                        UCC-3 termination statements, if any, necessary to
                        release all Liens and other rights of any Person in any
                        of the Products previously granted by any Person.

                   (d)  Certified copies of Uniform Commercial Code Requests for
                        Information or Copies (Form UCC-11), or a similar search
                        report certified by a party acceptable to the Lender,
                        dated a date reasonably near to the date of the Note,
                        listing all effective financing statements which name
                        the Borrower (under its present name and any previous
                        names) as the debtor and which are filed in the
                        jurisdictions in which filings were made pursuant to
                        CLAUSE (B) above, together with copies of such financing
                        statements.

                   (e)  Certificates of the chief financial officer of Borrower
                        stating that no material adverse change has occurred
                        prior to the date of the initial Advance in the
                        business, assets, operations, prospects, or financial or
                        other condition of Borrower since DECEMBER 31ST, 1996.

                   (f)  Evidence that the insurance policies provided for in
                        Section 6.1.4 have been obtained and are in full force
                        and effect, certified by the Secretary or Assistant
                        Secretary of Borrower.

                   (g)  Such additional information and materials as Lender may
                        reasonably request, including, without limitation copies
                        of any debt agreements, security agreements and other
                        material contracts.

                   (h)  Copy of the letter from Borrower to its accountants
                        referred to in Section 6.1.5 hereof.

              4.1.3 CONDITIONS TO EACH ADVANCE. It shall be a further
condition  to the initial  Advance and each  subsequent  Advance that all of the
following statements shall be true on the date of each such Advance:

                   (a)  All of the representations and warranties of Borrower
                        contained herein or in any of the Loan Documents shall
                        be true and correct on and as of the date of such
                        Advance as though made on and as of such date, except to
                        the extent that any such representations of warranty
                        expressly relates to an earlier date and for changes
                        therein permitted or contemplated by this Agreement or
                        the other Loan Documents.

                   (b)  No event shall have occurred and be continuing, or would
                        result from such Advance, which constitutes an Event of
                        Default or would constitute an Event of Default but for
                        the requirement that notice be given or time elapse or
                        both.

                   (c)  No Liens shall have been filed or recorded against any
                        of the Collateral, other than the Liens arising
                        hereunder.


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<PAGE>


                   (d)  No order, judgment or decree of any court, arbitration
                        or governmental authority shall purport to enjoin or
                        restrain Lender from making any further Advances to
                        Borrower.

                   (e)  The Borrower shall provide the Bank with all the
                        original documentation concerning the leases financed by
                        the Bank. Such documentation shall be kept in the Bank's
                        vault throughout the term of the lease contract and
                        shall be returned to the Borrower upon the full payment
                        of each individual lease and/or the Note. These items
                        shall include, but not be limited to the following: (1)
                        An invoice executed by the lessee of the equipment and
                        the Borrower; (2) A statement executed by each lessee of
                        equipment stating that the equipment has been received
                        and installed with the lessee to the lessee's
                        satisfaction; (3) Certificate of insurance on each
                        leased equipment naming the Borrower as loss/payee and
                        as additional insured; (4) Borrower must deliver to the
                        Bank the original executed lease agreement in connection
                        with each equipment lease.

         The  acceptance  by Borrower of the proceeds of each  Advance  shall be
deemed  to  constitute  a  representation  and  warranty  by  Borrower  that the
conditions in this Section 4.1.3 have been satisfied.

         4.2     LENDER APPOINTED ATTORNEY-IN-FACT.

                   (a)  Borrower hereby irrevocably constitutes and appoints
                        Lender and any officer or agent thereof, with full power
                        of substitution, as its true and lawful attorney-in-fact
                        with full irrevocable power and authority in the place
                        and stead of Borrower and in the name of Borrower or in
                        its own name, from time to time in Lender's discretion,
                        for the purpose of carrying out the terms of this
                        Agreement, to take any and all appropriate action and to
                        execute and deliver any and all documents and
                        instruments which may be necessary or desirable to
                        accomplish the purposes of this Agreement and, without
                        limiting the generality of the foregoing, hereby gives
                        Lender the power and right, on behalf of Borrower,
                        Without notice to or assent by Borrower to do the
                        following;

                        (i)  to ask, demand, collect, receive and give
                             acquittances and receipts for any and all moneys
                             due and to become due under any Collateral and, in
                             the name of Borrower or its own name or otherwise,
                             to take possession of, and endorse and collect, any
                             checks, drafts, notes, acceptances or other
                             Instruments for the payment of moneys due under any
                             Collateral and to file any claim or to take any
                             other action or proceeding in any court of law or
                             entity or otherwise deemed appropriate by Lender
                             for the purpose of collecting any and all such
                             moneys due under any Collateral whenever payable
                             and to file any claim or to take any other action
                             or proceeding in any court of law or equity or
                             otherwise deemed appropriate by Lender for the
                             purpose of collecting any and all such moneys due
                             under any Collateral whenever payable;

                        (ii) to pay or discharge taxes or Liens levied or placed
                             on or threatened against the Collateral, to effect
                             any repairs or any insurance called for by the
                             terms of this Agreement and to pay all or any part
                             of the premiums therefor and the costs thereof; and

                        (iii) (A) to direct any party liable for any payment
                             under any of the Collateral to make payment of any
                             and all moneys due, and to become due thereunder,
                             directly to Lender or as Lender shall direct; (B)
                             to receive payment of and receipt for any and all
                             moneys, claims and other amounts due, and to become
                             due at any time, in respect of, or arising out of,
                             any Collateral; (C) to sign and indorse any
                             invoices, freight or express bills, bills of
                             lading, storage or warehouse receipts, drafts
                             against debtors, assignments, verifications and
                             notices in connection with receivables constituting
                             or relating to the Collateral; (D) to commence and
                             prosecute any suits, actions or proceedings at law
                             or in equity in any court of competent jurisdiction
                             to collect the Collateral or any part thereof and
                             to enforce any other right in respect of any
                             Collateral; (E) to defend any suit, action or
                             proceeding brought against Borrower with respect to
                             any Collateral; (F) to settle, compromise or adjust
                             any suit, action or proceeding described above and,
                             in connection therewith, to give such discharges or
                             releases as Lender may deem appropriate; and (G)
                             generally to sell, transfer, pledge, make any
                             agreement with respect to or otherwise deal with
                             any of the Collateral as fully and completely as
                             though Lender were the absolute owner thereof for
                             all purposes, and to do, at Lender's option and
                             Borrower's expense, at any time, or from time to
                             time, all acts and things which Lender reasonably
                             deems necessary to protect, preserve

                                       7


<PAGE>

                             or realize upon the Collateral and Lender's Lien
                             therein, in order to effect the intent of this
                             Agreement, all as fully and effectively as Borrower
                             might do.

                   (b)  Lender agrees that, except upon the occurrence and
                        during the continuation of an Event of Default, it will
                        forebear from exercising the power of attorney or any
                        rights granted to Lender pursuant to this Section 4.2.
                        Borrower hereby ratifies, to the extent permitted by
                        law, all that said attorneys shall lawfully do or cause
                        to be done by virtue hereof. The power of attorney
                        granted pursuant to this Section 4.2 is a power coupled
                        with an interest and shall be irrevocable until the
                        Obligations are indefeasibly paid in full. Nothing set
                        forth in this subparagraph (b) shall limit the rights of
                        Lender granted in Section 8.2 or 8.3 hereof.

                   (c)  The powers conferred on Lender hereunder are solely to
                        protect Lender's interests in the Collateral and shall
                        not impose any duty upon it to exercise any such powers.
                        Lender shall be accountable only for amounts that it
                        actually receives as a result of the exercise of such
                        powers and neither it nor any of its officers,
                        directors, employees or agents shall be responsible to
                        Borrower for any act or failure to act, except for its
                        or their own gross negligence or willful misconduct.

                   (d)  Borrower also authorizes Lender, at any time and from
                        time to time (i) to communicate in its own name with any
                        party to any Contract with regard to the assignment of
                        the right, title and interest of Borrower in and under
                        the Contracts hereunder and other matters relating
                        thereto and (ii) to execute, in connection with the sale
                        provided for in Section ______ hereof, any endorsements,
                        assignments or other instruments of conveyance or
                        transfer with respect to the Collateral.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Lender to enter into this Agreement and to make
Advances hereunder, the Borrower represents and warrants unto the Lender as set
forth in this ARTICLE V.

         5.1 ORGANIZATION, ETC. The Borrower is a corporation validly
organized and existing and in good standing  under the laws of Florida,  is duly
qualified to do business  and is in good  standing as a foreign  corporation  in
each jurisdiction where the nature of its business requires such  qualification,
and has full power and authority and holds all requisite  governmental licenses,
permits and other approvals to enter into and perform its Obligations under each
Loan  Document  to which it is a party,  to grant  Liens  under  the  respective
Collateral Documents to which it is a party, to obtain loans and to own and hold
under lease its property and to conduct its business  substantially as currently
conducted by it.

         5.2 DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The execution, delivery
and performance by the Borrower of each Loan Document executed or to be executed
by it, are within the Borrower's corporate powers, have been duly authorized by
all necessary corporate action, and do not

              (a) contravene the Borrower's Organic Documents;

              (b) contravene any contractual restriction, law or governmental
         regulation or court decree or order binding on or affecting the
         Borrower; or

              (c) result in, or require the creation or imposition of, any Lien
         on any of the Borrower's properties other than Liens granted to secure
         obligations.

         5.3 GOVERNMENT APPROVAL, REGULATION, ETC. No authorization or approval
or other action by, and no notice to or filing with, any governmental authority
or regulatory body or other Person is required for the due execution, delivery
or performance by the Borrower of any Loan Document to which it is a party. The
Borrower is not an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or a "holding company", or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company", within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

         5.4 VALIDITY, ETC. This Agreement constitutes, and each other Loan
Document executed by the Borrower will, on the due execution and delivery
thereof, constitute, the legal, valid and binding obligation of the Borrower
enforceable in accordance with its respective terms.

         5.5 FINANCIAL INFORMATION. The balance sheets of the Borrower as at
DECEMBER 31ST, 1996, and the related statements of earnings and cash flow of the
Borrower for the periods then ended, copies of which have been furnished to the
Lender, have been prepared in accordance with GAAP consistently applied, and
present fairly the


                                       8

<PAGE>

consolidated financial condition of the corporations covered thereby as at the
dates thereof and the results of their operations for the periods then ended.

         5.6 INDEBTEDNESS. Except as disclosed on the DECEMBER 31ST, 1996
balance sheet and in Item 6.2.2, the Borrower has no Indebtedness of any nature,
in excess of $100,000 in the aggregate.

         5.7 NO MATERIAL ADVERSE CHANGE. Since the date of the financial
statements described in SECTION 5.5, there has been no material adverse change
in the financial condition, operations, assets, business, properties or
prospects of the Borrower.

         5.8 LITIGATION, CONTINGENT LIABILITIES, AND LABOR CONTROVERSIES.

              (a) No litigation (including, without limitation, derivative
         actions), arbitration proceedings or governmental proceedings or
         investigations are pending or threatened against the Borrower in which
         any injunctive relief is sought or in which money damages in excess of
         $25,000 are sought except as set forth (including estimates of the
         dollar amounts involved) in Item 5.8 ("Litigation") of the Disclosure
         Schedule, and there are no inquiries, whether formal or informal, from
         any governmental agency or authority or otherwise, which might give
         rise to such actions, proceedings or investigations.

              (b) The Borrower has not failed to obtain any licenses, permits,
         franchises or other governmental authorizations necessary to the
         ownership of its respective properties or to the conduct of its
         respective business, which violation or failure to obtain might
         materially or adversely affect the Borrower's business, credit,
         operations, financial condition or prospects.

              (c) There are no labor controversies pending or threatened against
         the Borrower which, if adversely determined, would materially and
         adversely affect the Borrower's business, credit, operations, financial
         condition or prospects.

              (d) Other than any liability incident to any litigation or
         proceedings described in this SECTION 5.8, the Borrower does not have
         any material contingent liabilities not provided for or disclosed in
         the financial statements referred to in SECTION 5.5.


         5.9 SUBSIDIARIES. Except as disclosed in Item 5.9, the Borrower has no
subsidiaries.
                  
         5.10 OWNERSHIP OF PROPERTIES.

              (a) The Borrower has a valid leasehold interest in all property
         leased by it, and has good and marketable title to all of its other
         properties and assets, real and personal, tangible and intangible, of
         any nature whatsoever (which, with respect to licenses, means that the
         Borrower is the lawful owner of its rights under such licenses), free
         and clear of all Liens, charges or claims (including infringement
         claims with respect to patents, trademarks, copyrights and the like)
         except as permitted pursuant to SECTION 6.2.3.

              (b) The Borrower does not own any fee interests in real property.

         5.11 TAXES. The Borrower has filed all tax returns and reports required
by law to have been filed by it and has paid all taxes and governmental charges
thereby shown to be owing, except any such taxes or charges which are being
diligently contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been set aside on its
respective books.

         5.12 PENSION AND WELFARE PLANS. Prior to the date of the execution and
delivery of this Agreement, no steps have been taken to terminate any Pension
Plan, and no contribution failure has occurred with respect to any Pension Plan
sufficient to give rise to a Lien under 302(f) of ERISA. No condition exists or
event or transaction has occurred with respect to any Pension Plan which might
result in the incurrence by the Borrower or any member of the Controlled Group
of any material liability, fine or penalty. Except as disclosed in Item 5.12
("Employee Benefit Plans") of the Disclosure Schedule, neither the Borrower nor
any member of the Controlled Group has any contingent liability with respect to
any post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Title I of ERISA.

         5.13 ENVIRONMENTAL WARRANTIES. Except as set forth in Item 5.13
("Environmental Matters") of the Disclosure Schedule:

              (a)  all facilities and property (including underlying ground
                   water) owned or leased by the Borrower have been, and
                   continue to be, owned or leased by the Borrower in material
                   compliance with all Environmental Laws;

              (b)  there have been no past, and there are no pending or
                   threatened

                   (i)  claims, complaints, notices or requests for information
                        received by the Borrower with respect to any alleged
                        violation of any Environmental Law, or


                                       9

<PAGE>

                   (ii) complaints, notices or inquiries to the Borrower
                        regarding potential liability under any Environmental
                        Law;

              (c)  there have been no releases of Hazardous Materials at, on or
                   under any property now or previously owned or leased by the
                   Borrower that, singly or in the aggregate, have, or may
                   reasonably be expected to have, a material adverse effect on
                   the financial condition, operations, assets, business,
                   properties or prospects of the Borrower; and

              (d)  no conditions exist at, on or under any property now or
                   previously owned or leased by the Borrower which, with the
                   passage of time, or the giving of notice or both, would give
                   rise to liability under any Environmental Law.

         5.14 REPRESENTATIONS CONCERNING COLLATERAL.

              (a)  Except for the security interest granted to Lender pursuant
                   to this Agreement, Borrower is the sole owner of each item of
                   the Collateral in which it purports to grant a security
                   interest hereunder, having good and marketable title thereto,
                   free and clear of any and all Liens. No material amounts
                   payable under or in connection with any of its Receivables
                   are evidenced by Instruments which have not been delivered to
                   Lender.

              (b)  No effective security agreement, financing statement,
                   equivalent security or Lien instrument or continuation
                   statement covering all or any part of the Collateral is on
                   file or of record in any public office, except such as may
                   have been filed by Borrower in favor of Lender pursuant to
                   this Agreement.

              (c)  Appropriate financing statements having been filed, this
                   Agreement is effective to create a valid and continuing first
                   priority Lien on and first priority perfected security
                   interest in the Collateral with respect to which a security
                   interest may be perfected by filing pursuant to the UCC in
                   favor of Lender, prior to all other Liens and is enforceable
                   as such as against creditors of, and purchasers from,
                   Borrower (other than purchasers of Inventory in the ordinary
                   course of business). All action necessary or desirable to
                   protect and perfect such security interest in each item of
                   the Collateral has been duly taken.

              (d)  Borrower's principal place of business and the place where
                   its records concerning the Collateral are kept and the
                   location of its Eligible Inventory are set forth on ITEM 5.15
                   ("Place of Business") of the Disclosure Schedule.

              (e)  Each Account reflected on any report furnished to Lender (i)
                   is owned by Borrower free and clear of all Liens in favor of
                   any Person other than Lender, other than Permitted Liens (ii)
                   covers a bona fide final sale of merchandise usually dealt in
                   by Borrower in the ordinary course of Borrower's business or
                   the rendition of service by Borrower to customers in the
                   ordinary course of Borrower's business, (iii) is for a
                   liquidated amount maturing as stated in the duplicate invoice
                   or other supporting data covering such transaction and (iv)
                   is not subject to any deduction, offset, counterclaim, return
                   privilege or other condition.

         5.15 REGULATIONS G, U AND X. The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock, and no proceeds of the Advances made under the Facilities will be used
for a purpose which violates, or would be inconsistent with, Federal Reserve
Board Regulation G U or X.

         5.16 ACCURACY OF INFORMATION. All factual information heretofore or
contemporaneously furnished by or on behalf of the Borrower in writing to the
Lender for purposes of or in connection with this Agreement or any transaction
contemplated hereby is, and all other such factual information hereafter
furnished by or on behalf of the Borrower to the Lender will be, true and
accurate in every material respect on the date as of which such information is
dated or certified and as of the date of execution and delivery of this
Agreement by the Lender, and such information is not, or shall not be, as the
case may be, incomplete by omitting to state any material fact necessary to make
such information not misleading.

         5.17 COMPLIANCE WITH APPLICABLE LAWS. The Borrower is in compliance
with the requirements of all applicable laws, rules, regulations, and orders of
all governmental authorities (Federal, state, local or foreign, and including,
without limitation, Environmental Laws), a breach of which would materially and
adversely affect the Borrower's business, credit, operations, financial
condition or prospects.


                                       10

<PAGE>

                                   ARTICLE VI
                                    COVENANTS

         6.1 AFFIRMATIVE COVENANTS. The Borrower agrees with the Lender that,
until all Obligations incurred by the Borrower in relation to the Commitment
have been finally paid and performed in full, the Borrower will perform the
obligations set fort in this SECTION 6.1.

              6.1.1 FINANCIAL INFORMATION, RESORTS, NOTICES, ETC. The Borrower
will furnish, or will cause to be furnished, to the Lender copies of the
following financial statements, reports, notices and information:

                   (a)  as soon as available and in any event within 120 days
                        after the end of each fiscal year of the Borrower, a
                        copy of the Borrower's financial statements for such
                        fiscal year for the Borrower, including balance sheet,
                        statements of earnings, cash flow and all accompanying
                        notes for such fiscal year, in each case certified by
                        independent public accountants acceptable to the Lender,
                        together with a certificate from such accountants to the
                        effect that, in making the examination necessary for the
                        signing of such annual report by such accountants, they
                        have not become aware of any Event of Default that has
                        occurred and is continuing, or, if they have become
                        aware of such Event of Default, describing such Event of
                        Default, and the steps, if any, being taken to cure it,
                        together with such accountants, annual letters to the
                        Borrower's management, if any, and the Borrower's
                        responses thereto, if any;

                   (b)  as soon as filed, a copy of each federal income tax
                        return of Borrower, and all schedules and forms attached
                        thereto, and any amendments to previous returns;

                   (c)  within ten days of the end of each month, a monthly
                        accounts receivable aging report and a complete
                        inventory listing;

                   (d)  as soon as possible and in any event within one Business
                        Day after the occurrence of each Default, a statement of
                        the chief financial or chief executive Authorized
                        Officer of the Borrower setting forth details of such
                        Default and the action which the Borrower has taken and
                        proposes to take with respect thereto;

                   (e)  as soon as possible and in any event within one Business
                        Day after the commencement of any labor controversy,
                        litigation, action or proceeding of the type described
                        in Section 5.8, notice thereof and, if requested by the
                        Lender, copies of all documentation relating thereto;
                        and

                   (f)  such other information respecting the condition or
                        operations, financial or otherwise, of the Borrower as
                        the Lender may from time to time reasonably request.

              6.1.2 COMPLIANCE WITH LAWS, ETC. The Borrower will comply in all
material respects with all applicable laws, rules, regulations and orders, such
compliance to include (without limitation):

                   (a)  the maintenance and preservation of its corporate
                        existence and qualification as a foreign corporation;
                        and

                   (b)  the payment, before the same become delinquent, of all
                        taxes, assessments and governmental charges imposed upon
                        it or upon its property except to the extent being
                        diligently contested in good faith by appropriate
                        proceedings and for which adequate reserves in
                        accordance with GAAP shall have been set aside on its
                        books.

              6.1.3 MAINTENANCE OF PROPERTIES. The Borrower will maintain,
preserve, protect and keep its properties in good repair, working order and
condition, and make necessary and proper repairs, renewals and replacements so
that its business carried on in connection therewith may be properly conducted
at all times unless the Borrower determines in good faith that the continued
maintenance of any of its properties is no longer economically desirable.

              6.1.4 INSURANCE. The Borrower will maintain or cause to be
maintained with responsible insurance companies insurance, naming the Lender as
loss payee, with respect to its properties and business (including business
interruption insurance) against such casualties and contingencies and of such
types and in such amounts as is (a) required by the Collateral Documents and (b)
as is customary in the case of similar businesses and will, upon request of the
Lender, furnish to the Lender at reasonable intervals a certificate of an
Authorized Officer of the Borrower setting forth the nature and extent of all
insurance maintained by the Borrower in accordance with this SECTION 6.1.4.

              6.1.5  BOOKS AND RECORDS. The Borrower will keep books and
records which accurately reflect all of its business affairs and transactions
and permit the Lender or any of its representatives, at reasonable times and
intervals, (a) to visit all of its offices, (b) to discuss its financial matters
with its officers and independent public


                                       11


<PAGE>

accountants (and the Borrower hereby authorizes such independent public accounts
to discuss the Borrower's financial matters with the Lender or its
representatives whether or not any representative of the Borrower is present)
and (c) to examine any of its books or other corporate records.

              6.1.6 FINANCIAL COVENANTS. The Borrower shall at all times
maintain levels of consolidated Tangible Net Worth, a ratio of total
consolidated Indebtedness to consolidated Tangible Net Worth, a ratio of
consolidated current assets (excluding unbilled receivables) to consolidated
current liabilities and a ratio of consolidated cash flow to consolidated funded
debt service materially equal to those reflected in Borrower's financial
statements of DECEMBER 31ST, 1996, as provided to Lender.

              6.1.7 ENVIRONMENTAL COVENANT. The Borrower will,

                   (a)  use and operate all of its facilities and properties in
                        material compliance with all Environmental Laws, keep
                        all necessary permits, approvals, certificates, licenses
                        and other authorizations relating to environmental
                        matters in effect and remain in material compliance
                        therewith, and handle all Hazardous Materials in
                        material compliance with all applicable Environmental
                        Laws;

                   (b)  immediately notify the Lender and provide copies upon
                        receipt of all written claims, complaints, notices or
                        inquiries relating to the condition of its facilities
                        and properties or compliance with Environmental Laws,
                        and shall promptly cure and have dismissed with
                        prejudice to the satisfaction of the Lender any actions
                        and proceedings relating to compliance with
                        Environmental Laws; and

                   (c)  provide such information and certifications which the
                        Lender may reasonably request from time to time to
                        evidence compliance with this SECTION 6.1.7.

         6.2 NEGATIVE COVENANTS. The Borrower agrees with the Lender that all
Obligations have been paid and performed in full, the Borrower will perform the
obligations set forth in this SECTION 6.2.

              6.2.1 BUSINESS ACTIVITIES. The Borrower will not engage in any new
business activity, except those described in the Item 6.2.1 and such activities
as may be incidental or related thereto.

              6.2.2 INDEBTEDNESS. The Borrower will not create, incur, assume or
suffer to exist or otherwise become or be liable in respect of any Indebtedness,
without prior written consent of the Lender, other than, without duplication,
the following:

                   (a)  Indebtedness in respect of the Obligations;

                   (b)  Indebtedness existing as of the date of this Agreement
                        which is included in the Financial Statements of
                        DECEMBER 31ST, 1996 as provided to Lender or is
                        identified it ITEM 6.2.2 ("Ongoing Indebtedness") of the
                        Disclosure Schedule.

                   (c)  unsecured Indebtedness incurred in the ordinary course
                        of business (including open accounts extended by
                        suppliers on normal trade terms in connection with
                        purchases of goods and services, but excluding
                        Indebtedness incurred through the borrowing of money or
                        Contingent Liabilities); and

                   (d)  other Indebtedness of the Borrower in an aggregate
                        amount not to exceed $100,000.

              6.2.3 LIENS. The Borrower will not, without prior written consent
of the Lender, pledge or grant any security interest in any asset account,
contract rights, equipment or inventory of the Borrower to anyone except the
Lender. The Borrower will not, without prior written consent of the Lender,
create, incur, assume or suffer to exist any Lien upon any of its property,
revenues or assets, whether now owned or hereafter acquired, except:

                   (a)  Liens securing payment and performance of the
                        Obligations, granted pursuant to any Loan Document;

                   (b)  Liens granted prior to the date of this Agreement to
                        secure payment of Indebtedness of the type permitted and
                        described in clause (c) of Section 6.2.2; and

                   (c)  Liens for taxes, assessments or other governmental
                        charges or levies not at the time delinquent or
                        thereafter payable without penalty or being diligently
                        contested in good faith by appropriate proceedings and
                        for which adequate reserves in accordance with GAAP
                        shall have been set aside on its books.

              6.2.4 SALE OF ASSETS. Borrower shall not sell or transfer any
assets except in the ordinary course of business.


                                     12

<PAGE>


              6.2.5 CONSOLIDATION, MERGER, ETC. Borrower will not liquidate or
dissolve, consolidate with, or merge into or with, any other corporation, sell
all or substantially all of its assets, permit the transfer of any of its stock
on the books of the Borrower, or purchase or otherwise acquire all or
substantially all of the assets of any Person.

              6.2.6 SALES OF COLLATERAL. Borrower shall not sell, transfer,
convey or otherwise dispose of any Collateral except for inventory sold in the
ordinary course of Borrower's business.

                                   ARTICLE VII
                                      TERM

         7.1 SURVIVAL OF OBLIGATIONS UPON TERMINATION OF FINANCING ARRANGEMENT.
No termination or cancellation (regardless of cause or procedure) of the
financing under this Agreement shall in any way affect or impair the powers,
obligations, duties, rights and liabilities of Borrower or the rights of Lender
relating to any transaction or event occurring prior to such termination. All
undertakings, agreements, covenants, warranties and representations contained in
this Agreement shall survive such termination or cancellation and shall continue
in full force and effect until such time as all of the Obligations have been
paid in full in accordance with the terms of the agreements creating such
Obligations, at which time the same shall terminate.


                                  ARTICLE VIII
                                EVENTS OF DEFAULT

         8.1 LISTING OF EVENTS OF DEFAULT. Each of the following events or
occurrences described in this SECTION 8.1 shall constitute an "Event of
Default".

              8.1.1 NON-PAYMENT OF OBLIGATIONS. The Borrower shall default in
the payment or prepayment when due of any principal of or interest on the Note,
any Advance or any other obligation.

              8.1.2 BREACH OF WARRANTY. Any representation or warranty of the
Borrower made or deemed to be made hereunder or in any other Loan Document or
any other writing or certificate furnished by or on behalf of the Borrower to
the Lender for the purposes of or in connection with this Agreement or any such
other Loan Document (including any certificates delivered hereunder is or shall
be incorrect when made in any material respect.

              8.1.3 NON-PERFORMANCE OF COVENANTS. The Borrower shall default in
the due performance and observance of any of its obligations under SECTIONS 6.1
or 6.2; or the Borrower shall default in the due performance and observance of
any of its obligations under any Collateral Document and such default shall
continue for the applicable grace period, if any, set forth in such Collateral
Document.

              8.1.4 NON-PERFORMANCE OF OTHER COVENANTS AND OBLIGATIONS. The
Borrower shall default in the due performance and observance of any other
agreement contained herein or in any other Loan Document, and such default shall
continue unremedied for a period of 10 days after notice thereof shall have been
given to the Borrower by the Lender.

              8.1.5 CROSS-DEFAULT. Borrower or Guarantor commits a default under
any other present or future loan agreement, undertaking or other agreement with:
(i) Lender; or (ii) any other lender, whether or not related to the transactions
contemplated by this Agreement or the Loan Documents. It is further understood
and agreed that a default by Borrower or Guarantor under this Agreement or under
any Loan Document shall also constitute a default under any other loan
agreement, undertaking or other agreement between Borrower and/or Lender.

              8.1.6 DEFAULT UNDER GUARANTY. The Guarantors, individually or
collectively, shall default in the due performance and observation of any of
their obligations under the Guaranty.

              8.1.7 JUDGMENTS. Any judgment or order for the payment of money in
excess of $100,000 shall be rendered against the Borrower and either

                   (a)  enforcement proceedings shall have been commenced by any
                        creditor upon such judgment or order; or

                   (b)  there shall be any period of 10 consecutive days during
                        which a stay of enforcement of such judgment or order,
                        by reason of a pending appeal or otherwise, shall not be
                        in effect.

              8.1.8 PENSION PLANS. Any of the following events shall occur with
respect to any Pension Plan

                   (a)  the institution of any steps by the Borrower, any member
                        of its controlled group or any other Person to terminate
                        a Pension Plan if, as a result of such termination, the
                        Borrower or any such member could be required to make a
                        contribution to such Pension Plan, or could reasonably
                        expect to incur a liability or obligation to such
                        Pension Plan, in excess of $100,000; or

                                       13

<PAGE>


                   (b)  a contribution failure occurs with respect to any
                        Pension Plan sufficient to give rise to a Lien under
                        302(f) of ERISA.

              8.1.9 CONTROL OF THE BORROWER. Any Change in Control of the
Borrower shall occur.

              8.1.10 BANKRUPTCY, INSOLVENCY, ETC. The Borrower or Guarantor
shall

                   (a)  become insolvent or generally fail to pay, or admit in
                        writing its inability or unwillingness to pay, debts as
                        they become due;

                   (b)  apply for, consent to, or acquiesce in, the appointment
                        of a trustee, receiver, sequestrator or other custodian
                        for the Borrower or any property of any thereof, or make
                        a general assignment for the benefit of creditors:

                   (c)  in the absence of such application, consent or
                        acquiescence, permit or suffer to exist the appointment
                        of a trustee, receiver, sequestrator or other custodian
                        for the Borrower or for a substantial part of the
                        property of any thereof, and such trustee, receiver,
                        sequestrator or other custodian shall not be discharged
                        within 60 days, provided that the Borrower hereby
                        expressly authorizes the Lender to appear in any court
                        conducting any relevant proceeding during such 60-day
                        period to preserve, protect and defend its rights under
                        the Loan Documents;

                   (d)  permit or suffer to exist the commencement of any
                        bankruptcy, reorganization, debt arrangement or other
                        case or proceeding under any bankruptcy or insolvency
                        law, or any dissolution, winding up or liquidation
                        proceeding, in respect of the Borrower, and, if any such
                        case or proceeding is not commenced by the Borrower,
                        such case or proceeding shall be consented to or
                        acquiesced in by the Borrower or shall result in the
                        entry of an order for relief or shall remain for 60 days
                        undismissed, provided that the Borrower hereby expressly
                        authorizes the Lender to appear in any court conducting
                        any such case or proceeding during such 60-day period to
                        preserve, Protect and defend its rights under the Loan
                        Documents; or

                   (e)  take any corporate action authorizing, or in furtherance
                        of, any of the foregoing.

              8.1.11 IMPAIRMENT OF SECURITY, ETC. Any Loan Document, or any Lien
granted thereunder, or the Guaranty shall (except in accordance with its terms),
in whole or in part, terminate, cease to be effective or cease to be the legally
valid, binding and enforceable obligation of the Borrower; the Borrower or any
other party shall, directly or indirectly, contest in any manner such
effectiveness, validity, binding nature or enforceability; or any Lien securing
any obligation shall, in whole or in part, cease to be a perfected Lien, subject
only to those exceptions expressly permitted by such Loan Document.

         8.2 ACTION IF BANKRUPTCY. If any Event of Default described in SECTION
8.1.10 shall occur, the outstanding principal amount of all outstanding
obligations shall automatically be and become immediately due and payable,
without notice or demand.

         8.3 ACTION IF OTHER EVENT OF DEFAULT. If any Event of Default (other
than any Event of Default described in SECTION 8.1.10) shall occur for any
reason, whether voluntary or involuntary, and be continuing, the Lender shall,
by notice to the Borrower, declare all or any portion of the outstanding
principal amount of the Note and all of the other Obligations to be due and
payable and the Commitment to be terminated, whereupon the full unpaid amount of
such Note and Obligations which shall be so declared due and payable shall be
and become immediately due and payable, without further notice, demand or
presentment, and the Commitment shall terminate.


                                   ARTICLE IX
                            MISCELLANEOUS PROVISIONS

         9.1 WAIVERS, AMENDMENTS, ETC. The provisions of this Agreement and of
each other Loan Document may from time to time be amended, modified or waived,
if such amendment, modification or waiver is in writing and consented to by the
Borrower and the Lender. No failure or delay on the part of the Lender or the
holder of the Note in exercising any power or right under this Agreement or any
other Loan Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or
demand on the Borrower in any case shall entitle it to any notice or demand in
similar or other circumstances. No waiver or approval by the Lender or the
holder of the Note under this Agreement or any other Loan Document shall, except
as may be otherwise stated in such waiver or approval, be applicable to
subsequent transactions. No waiver or approval hereunder shall require any
similar or dissimilar waiver or approval thereafter to be granted hereunder .

         9.2 NOTICES. All notices and other communications provided to any party
hereto under this Agreement or any other Loan Document shall be in writing and
addressed, delivered or transmitted to such party at its address or facsimile
number set forth below its signature hereto or at such other address or
facsimile number as may be designated by such party in a notice to the other
parties. Any notice, if mailed and properly addressed with


                                       14

<PAGE>

postage prepaid or if properly addressed and sent by pre-paid courier service,
shall be deemed given when received; any notice, if transmitted by facsimile,
shall be deemed given when transmitted.

         9.3 PAYMENT OF COSTS AND EXPENSES. The Borrower agrees to pay on demand
all expenses of the Lender (including the fees and out-of-pocket expenses of
counsel to the Lender and of local counsel, if any, who may be retained by
counsel to the Lender) in connection with

                   (a)  the negotiation, preparation, execution and delivery of
                        this Agreement and of each other Loan Document,
                        including schedules and exhibits, and any amendments,
                        waivers, consents, supplements or other modifications to
                        this Agreement or any other Loan Document as may from
                        time to time hereafter be required, whether or not the
                        transactions contemplated hereby are consummated, and

                   (b)  the filing, recording, refiling or rerecording of the
                        Collateral Documents and all amendments, supplements and
                        modifications to any thereof and any and all other
                        documents or instruments of further assurance required
                        to be filed or recorded or refiled or rerecorded by the
                        terms hereof or of any Collateral Document, and

                   (c)  the preparation and review of the form of any document
                        or instrument relevant to this Agreement or any other
                        Loan Document or any amendment thereto or modification
                        thereof.

The Borrower further agrees to pay, and to save the Lender harmless from all
liability for, any stamp, documentary or other taxes which may be payable in
connection with the execution or delivery of any Loan Document, the Advances
hereunder or the issuance of the Note. The Borrower also agrees to reimburse the
Lender upon demand for all reasonable out-of-pocket expenses (including
attorneys' fees and legal expenses) incurred by the Lender in connection with
(x) the negotiation of any restructuring or "work-out", whether or not
consummated, of any obligations and (y) the enforcement of any Obligations.

         9.4 INDEMNIFICATION. In consideration of the execution and delivery of
this Agreement by the Lender, the Borrower hereby indemnifies, exonerates and
holds the Lender and each of its officers, directors, employees and agents
(collectively, the "INDEMNIFIED PARTIES") free and harmless from and against any
and all actions, causes of action, suits, losses, costs, liabilities and
damages, and expenses incurred in connection therewith (irrespective of whether
any such Indemnified Party is a party to the action for which indemnification
hereunder is sought), including reasonable attorneys' fees and disbursements
(collectively, the "INDEMNIFIED LIABILITIES"), incurred by the Indemnified
Parties or any of them as a result of, or arising out of, or relating to any
transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of any Advance; and if and to the extent that the
foregoing undertaking may be unenforceable for any reason, the Borrower hereby
agrees to make the maximum contribution to the payment and satisfaction of each
of the Indemnified Liabilities which is permissible under applicable law.

         9.5 ASSIGNMENT. Except with the prior written approval of Lender,
Borrower may not assign any of its rights or obligations under this Agreement or
any of the Loan Documents. Lender may assign any of its rights and obligations
under this Agreement or any of the Loan Documents to any person, its successors
and assigns. In the event that Lender assigns all or some of its rights to
assignee hereunder, then assignee shall have the right, in an Event of Default,
to accelerate all obligations of Borrower under this Agreement or any of the
Loan Documents.

         9.6 SURVIVAL. The representations and warranties made by the Borrower
in this Agreement and in each other Loan Document shall survive the execution
and delivery of this Agreement and each such other Loan Document.

         9.7 SEVERABILITY. Any provision of this Agreement or any other Loan
Document which is prohibited or unenforceable in any jurisdiction shall, as to
such provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or such Loan Document or affecting the validity or enforceability
Of such provision in any other jurisdiction.

         9.8 PARTICIPATIONS IN LOANS. Lender may at any time, without the
consent of Borrower, sell participations or assign its interest in all or part
of the Advances or the Note to one or more other Persons (each, a
"Participant"). Borrower hereby grants to each such Participant, and each such
Participant shall have and is hereby given, a continuing lien on and security
interest in any and all monies, securities, and other property of Borrower and
the proceeds thereof, now or hereafter held or received by such Participant, and
also upon any and all deposits (general or special) and credits of Borrower
with, and any and all claims of Borrower against, such Participant, at any time
existing, including the right of set-off, to the extent of the Participant's
participation in the Advances, and such Participant shall be deemed to have the
same right of set-off to the extent of the Participant's participation in the
Advances as it would have if it were a direct lender hereunder.

         9.9 CONFLICT OF TERMS. Except as otherwise provided in this Agreement
or any of the other Loan Documents by specific reference to the applicable
provisions of this Agreement, if any provision contained in this Agreement is in
conflict with, or inconsistent with, any provision in any of the other Loan
Documents, the provision contained in this Agreement shall govern and control.

                                       15


<PAGE>


         9.10 AUTHORIZED SIGNATURE. Until Lender shall be notified by Borrower
to the contrary, the signature upon any document or instrument delivered
pursuant hereto of an officer of Borrower listed in Exhibit G hereto shall bind
Borrower and be deemed to be the act of Borrower affixed pursuant to and in
accordance with resolutions duly adopted by Borrower's board of directors.

         9.11 HEADINGS. The various headings of this Agreement and of each other
Loan Document are inserted for convenience only and shall not affect the meaning
or interpretation of this Agreement or such other Loan Document or any
provisions hereof or thereof.

         9.12 EXECUTION IN COUNTERPARTS, EFFECTIVENESS, ETC. This Agreement may
be executed by the parties hereto in several counterparts, each of which shall
be deemed to be an original and all of which shall constitute together but one
and the same agreement.

         9.13 GOVERNING LAW; ENTIRE AGREEMENT. This Agreement, the Note and each
other Loan Document shall each be deemed to be a contract made under and
governed by the internal laws of the State of Florida. This Agreement, the
Security Agreement, the Note and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter hereof
and supersede any prior agreements, written or oral, with respect thereto. The
parties hereto specifically agree to waive all rights to rely on or enforce any
oral statements made prior to or subsequent to the execution of this Agreement.

         9.14 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns; provided, however, that the Borrower may not assign or transfer its
rights or obligations hereunder without the prior written consent of the Lender.

         9.15 SUBMISSION TO JURISDICTION. THE PARTIES AGREE THAT VENUE AND
JURISDICTION SHALL BE IN DADE COUNTY, FLORIDA, FOR ANY AFFIRMATIVE OR DEFENSIVE
LEGAL PROCEEDING IN CONNECTION WITH THE ENFORCEMENT OF THIS AGREEMENT OR ANY
LOAN DOCUMENT.

         9.16 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE
NOTE OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY MADE OR
UNDERTAKEN BEFORE, DURING OR AFTER THE EXECUTION OF THIS AGREEMENT. THE BORROWER
ACKNOWLEDGES AND AGREES THAT THIS SECTION 9.16 IS A MATERIAL INDUCEMENT FOR THE
LENDER TO EXTEND CREDIT TO THE BORROWER AS PROVIDED HEREIN.

         IN WITNESS WHEREOF, the parties hereto have executed this Credit
Agreement the date first above written.

                                           HI-RISE RECYCLING SYSTEMS, INC.


/s/ BRAD HACKER                            By /s/ DONALD ENGEL
---------------------------------            ------------------------------
Witness:  Brad Hacker                      Name:  Donald Engel
                                           Title:  CEO
/s/ ARACILE A. REINA
--------------------------------
Witness:  Aracile A. Reina                  Address:

                                           Facsimile No.:


                                           OCEAN BANK


/s/ ERNESTO SAPINES                        By /s/ ROBERT TRUJILLO
---------------------------------            ------------------------------
Witness:  Ernesto Sapines                  Name:  Robert Trujillo
                                           Title:  Vice President

---------------------------------
Witness                                    Address:    780 N.W. 42nd Avenue
                                                       Miami, Florida  33126

                                           Facsimile No.:


                                       16


<PAGE>


                                    ITEM 5.8
                               PENDING LITIGATION



                                    ITEM 5.12
                             EMPLOYEE BENEFIT PLANS



                                    ITEM 5.13
                              ENVIRONMENTAL MATTERS



                                    ITEM 5.15
                                PLACE OF BUSINESS



                                   ITEM 6.2.1
                             NEW BUSINESS ACTIVITIES



                                   ITEM 6.2.2
                              ONGOING INDEBTEDNESS