EXHIBIT 10.34

                                  VARIABLE RATE
                                   COMMERCIAL
                                   PROMISSORY
                                      NOTE

    OCEAN BANK                        BORROWER
 780 N.W. 42nd Avenue            HI-RISE RECYCLING SYSTEMS, INC.
Miami, Florida 33126-5597        AND HESCO SALES, INC.
    (305) 442-2660               16255 NW 54TH AVE
     "LENDER"                    MIAMI, FL 33014

<TABLE>
<CAPTION>

 OFFICER INITIALS   INTEREST RATE   PRINCIPAL AMOUNT    FUNDING DATE       MATURITY DATE      CUSTOMER NUMBER      LOAN NUMBER
<S>                 <C>             <C>                 <C>                <C>                <C>                <C> 
      TR             VARIABLE       $3,000,000.00       12/19/97            04/19/06                             100937428-64
</TABLE>


                                 PROMISE TO PAY

For value received, Borrower promises to pay to the order of Lender indicated
above the principal amount THREE MILLION AND NO/100 Dollars ($3,000,000.00) plus
interest on the unpaid principal balance at the rate and in the manner described
below. All amounts received by Lender shall be applied first to late charges and
expenses, then to accrued interest, and then to principal.

INTEREST RATE: This Note has a variable rate feature. Interest on the Note may
change from time to time if the Index Rate identified below changes. Interest
shall be computed on the basis of 360 days per year for the actual number of
days elapsed. So long as there is no default under this Note, interest on this
Note shall be calculated at the variable rate of ONE AND 50/100 percent (1.50%)
per annum over the Index Rate. The initial Index Rate is currently EIGHT AND
50/100 percent (8.50%) per annum. Therefore, the initial interest rate on this
Note shall be TEN AND NO/100 percent (10.00%) per annum. Any change in the
interest rate resulting from a change in the Index Rate will be effective on: A
DAILY BASIS

INDEX RATE:  The Index Rate for this Note shall be:

CITIBANK OF NEW YORK PRIME RATE

MINIMUM RATE/MAXIMUM RATE: The minimum interest rate on this Note shall be
________________N/A______________ percent ( _______N/A___%) per annum. ____ The
maximum ____ interest ____ rate on this Note shall not exceed ____ EIGHTEEN ____
AND NO/100_______________________ percent (18.00%) per annum or maximum interest
rate Lender is permitted to charge by law, whichever is less.

DEFAULT RATE: In the event of a default under this Note, the Lender may, in its
sole discretion, determine that all amounts owing to Lender shall bear interest
at the less of: 18.00 PERCENT RATE
or the maximum interest rate Lender is permitted to charge by Law.

PAYMENT SCHEDULE: Borrower shall pay the principal and interest according to the
following schedule:

99 PAYMENTS OF PRINCIPAL IN THE AMOUNT OF $30,000.00 PLUS ACCRUED INTEREST
BEGINNING JANUARY 19, 1998 AND CONTINUING AT MONTHLY TIME INTERVALS THEREAFTER.
A FINAL PAYMENT OF THE UNPAID PRINCIPAL BALANCE PLUS ACCRUED INTEREST IS DUE AND
PAYABLE ON APRIL 19, 2006.

All payments will be made to Lender at its address described above and in lawful
currency of the United States of America.

RENEWAL:  If checked [ ] this Note is a renewal of Loan Number ________________.

SECURITY: To secure the payment and performance of obligations incurred under
this Note, Borrower grants Lender a security interest in, and pledges and
assigns to Lender all of Borrower's rights, title, and interest, in all monies,
instruments, savings, checking and other deposit accounts of Borrower's,
(excluding IRA, Keogh and trust accounts and deposits subject to tax penalties
if so assigned) that are now or in the future in Lender's custody or control.[X]
If checked, the obligations under this Note are also secured by a lien and/or
security interest in the property described in the documents executed in
connection with this Note as well as any other property designated as security
now or in the future.

PREPAYMENT/MINIMUM FINANCE CHARGE: This Note may be prepaid in part or in full
on or before its maturity date. If this Note contains more than one installment,
all prepayments will be credited as determined by Lender and as permitted by
law. If this Note is prepaid in full, there will be: [X] No minimum finance
charge.[ ] A minimum finance charge of $______________ , as permitted by law.

LATE PAYMENT CHARGE: If a payment is more than ____N/A___ days late, Borrower
will be charged a late payment charge of:[ ] __________% of the unpaid late
installment;[ ] $____________________ or _______________________ % of the unpaid
late installment, whichever is [ ] greater [ ] less; to the extent permitted by
law.

-------------------------------------------------------------------------------


BORROWER ACKNOWLEDGES THAT BORROWER HAS READ, UNDERSTANDS, AND AGREES TO THE
TERMS AND CONDITIONS OF THIS NOTE INCLUDING THE PROVISIONS ON THE REVERSE SIDE.
BORROWER ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS NOTE.

DATED:  DECEMBER 19, 1997

BORROWER:  HI-RISE RECYCLING SYSTEMS, INC.      BORROWER: HESCO SALES, INC.

BY:/S/ DONALD ENGEL                             BY:
  -----------------                                --------------------------
  DONALD ENGEL

TITLE:  C.E.O., CHAIRMAN                        TITLE:
     -------------------                              -----------------------
BORROWER:                                       BORROWER:

BY:                                             BY:
   ---------------------                           --------------------------
TITLE:                                          TITLE:
     -------------------                              -----------------------


<PAGE>


                              TERMS AND CONDITIONS

     1. DEFAULT: Borrower will be in default under this Note in the event that
Borrower or any guarantor:


     (a) fails to make any payment on this Note or any other indebtedness to
     Lender when due;

     (b) fails to perform any obligation or breaches any warranty or covenant to
     Lender contained in this Note or any other present or future, written
     agreement regarding this or any other indebtedness of Borrower to Lender;

     (c) provides or causes any false or misleading signature or representation
     to be provided to Lender;

     (d) allows the collateral securing this Note (if any) to be lost, stolen,
     destroyed, damaged in any material respect, or subjected to seizure or
     confiscation;

     (e) permits the entry or service of any garnishment, judgment, tax levy,
     attachment or lien against Borrower, any guarantor, or any of their
     property;

     (f) dies, becomes legally incompetent, is dissolved or terminated, ceases
     to operate its business, becomes insolvent, makes an assignment for the
     benefit of creditors, or becomes the subject of any bankruptcy, insolvency
     or debtor rehabilitation proceeding; or

     (g) causes Lender to deem itself insecure for any reason, or Lender, for
     any reason, in good faith, deems itself insecure.

     2. RIGHTS OF LENDER ON DEFAULT: If there is a default under this Note,
Lender will be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law):

     (a) to declare the principal amount plus accrued interest under this Note
     and all other present and future obligations of Borrower immediately due
     and payable in full;

     (b) to collect the outstanding obligations of Borrower with or without
     resorting to judicial process;

     (c) to cease making additional advances under this Note or any other
     agreement between Borrower and Lender;

     (d) to take possession of any collateral in any manner permitted by law;

     (e) to require Borrower to deliver and make available to Lender any
     collateral at a place reasonably convenient to Borrower and Lender;

     (f) to sell, lease or otherwise dispose of any collateral and collect any
     deficiency balance with or without resorting to legal process (if notice to
     Borrower of the intended disposition of the collateral is required by law,
     five (5) days notice shall constitute reasonable notification);

     (g) to set-off Borrower's obligations against any amounts due to Borrower
     including, but not limited to monies, instruments, and deposit accounts
     maintained with Lender;

     (h) to exercise all other rights available to Lender under any other
     written agreement or applicable law. 

Lender's rights are cumulative and may be exercised together, separately, and in
any order. Lender's remedies under this paragraph are in addition to those
available at common law, such as the right of setoff.

     3. DEMAND FEATURE: [ ] If checked, this Note contains a demand feature.
Lender's right to demand payment, at any time, and from time to time, shall be
in Lender's sole and absolute discretion, whether or not any default has
occurred.

     4. FINANCIAL INFORMATION: Borrower will provide Lender with current
financial statements including but not limited to balance sheets and profit and
loss statements and other information upon request.

     5. MODIFICATION AND WAIVER: The modification or waiver of any of Borrower's
obligations or Lender's rights under this Note must be contained in a writing
signed by Lender. Lender may perform any of Borrower's obligations or delay or
fail to exercise any of its rights without causing a waiver of those obligations
or rights. A waiver on one occasion will not constitute a waiver on any other
occasion. Borrower's obligations under this Note shall not be affected if Lender
amends, compromises, exchanges, fails to exercise, impairs or releases any of
the obligations belonging to any co-borrower or guarantor or any of its rights
against any co-borrower, guarantor or collateral.

     6. SEVERABILITY: If any provision of this Note violates the law or is
unenforceable, the rest of the Note will remain valid.

     7. ASSIGNMENT: Borrower will not be entitled to assign any of its rights,
remedies or obligations described in this Note without the prior written consent
of Lender which may be withheld by Lender in its sole discretion. Lender will be
entitled to assign some or all of its rights and remedies described in this Note
without notice to or the prior consent of Borrower in any manner.

     8. NOTICE: Any notice or other communication to be provided to Borrower or
Lender under this Note shall be in writing and sent to the parties at the
addresses described in this Note or such other address as the parties may
designate in writing from time to time.

     9. APPLICABLE LAW: This Note shall be governed by the laws of the state
indicated in Lender's address. Borrower consents to the jurisdiction and venue
of any court located in the state indicated in Lender's address in the event of
any legal proceeding under this Note.

     10. COLLECTION COSTS: If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Note, Borrower agrees
to pay Lender's attorneys' fees and collection costs.

     11. MISCELLANEOUS: This Note is being executed for commercial purposes.
Borrower and Lender agree that time is of the essence. Borrower waives
presentment, demand for payment, notice of dishonor and protest. BORROWER HEREBY
WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY CIVIL ACTION ARISING OUT OF, OR BASED
UPON, THIS NOTE OR THE COLLATERAL SECURING THIS NOTE. If Lender obtains a
judgment for any amount due under this Note, interest will accrue on the
judgment at the judgment rate of interest permitted by law. All references to
Borrower in this Note shall include all of the parties signing this Note. If
there is more than one Borrower, their obligations will be joint and several.
This Note and any related documents represent the complete and integrated
understanding between Borrower and Lender pertaining to the terms and conditions
of those documents.

     12. ADDITIONAL TERMS:

IF PAYMENT IS NOT RECEIVED BY THE BANK ON/OR BEFORE TEN (10) DAYS AFTER DUE
DATE, THEREAFTER THE INTEREST RATE WILL AUTOMATICALLY INCREASE TO THE MAXIMUM
RATE THEN PERMITTED BY APPLICABLE LAW AND WILL REMAIN AT THE MAXIMUM RATE THEN
PERMITTED BY APPLICABLE LAW UNTIL THE ACCOUNT IS COMPLETELY BROUGHT UP TO DATE
AND CURRENT


<PAGE>


              CERTIFICATE FOR EXEMPTION FROM DOCUMENTARY STAMP TAX
               (OUT OF STATE NOTE-NOT SECURED BY FLORIDA MORTGAGE)

Ocean Bank ("Bank") has granted a Term Loan to HI-RISE RECYCLING SYSTEMS, INC.
AND HESCO SALES, INC. ("Borrowers") in the amount of THREE MILLION AND NO/100
DOLLARS ($3,000,000.00) ("Loan"), evidenced by Variable Rate Commercial
Promissory Note executed simultaneously herewith (the "Note"). The Note has been
made, executed and delivered by Borrowers to Bank Agent in New York, New York.

Borrowers and Bank believe in good faith that the Note is exempt from Florida
documentary stamp tax pursuant to Regulation 12B-4.053 (35), Florida
Administrative Code. The Borrowers understand that the Bank is not collecting
Florida documentary stamp taxes from the Borrowers in connection with the
out-of-state execution of the Note, which Note, at Bank's option and sole
discretion, may be brought back into the State of Florida for safekeeping and
storage. In consideration of the Bank not collecting documentary stamp tax, the
Borrowers hereby covenants and agrees that: (i) Borrowers shall indemnify and
hold the Bank harmless from and against the payment of any and all documentary
stamp taxes due to the State of Florida or any department or agency thereof in
connection with the Loan and/or Note (as the same may be modified, extended, or
renewed, or any substitution thereof), together with all interest, fines,
penalties, costs or other charges thereon, regardless of when, or the party
against whom the same may be assessed or imposed; AND, (ii) in the event a
documentary stamp tax assessment is made against Borrowers or Bank in connection
with the Loan or the Note, Borrowers shall pay the full amount of such
assessment (including interest, fines, penalties, costs or other charges
thereon), within ten (10) days of receipt by Borrowers of written notice that
the tax is due and Borrowers shall not contest or otherwise challenge the
assessment except in connection with a request for a refund in accordance with
the applicable regulations adopted by the Florida Department of Revenue.

         IN WITNESS WHEREOF, the Borrowers have executed this instrument and the
Note, and delivered both to Ocean Bank, in New York, New York, this ____ day of
December, 1997.

HI-RISE RECYCLING SYSTEMS, INC.              HESCO SALES, INC.
"BORROWER"                                   "BORROWER"

/S/ DONALD ENGEL                             /S/ DONALD ENGEL
-----------------                            -----------------
BY:  DONALD ENGEL                            BY:  DONALD ENGEL
TITLE:  CEO & CHAIRMAN OF THE BOARD          TITLE:  CEO & CHAIRMAN OF THE BOARD

         IN WITNESS WHEREOF, the Bank, through its duly authorized Officer and
Agent Robert Trujillo acknowledges delivery and receipt of this instrument and
the Note in New York, New York, this ______ day of December, 1997.

                                            OCEAN BANK

                                            /S/ ROBERT TRUJILLO
                                            --------------------
                                            BY:  ROBERT TRUJILLO
                                            TITLE:  VICE PRESIDENT & CORPORATE
                                                    BANKING OFFICER

STATE OF NEW YORK
                   SS.
COUNTY OF NEW YORK


         I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take acknowledgments, personally
appeared Donald Engel as CEO & Chairman of the Board of HI-RISE RECYCLING
SYSTEMS, INC. AND HESCO SALES, INC. (the "Borrowers"), and Robert Trujillo, Vice
President (as Officer and Agent of OCEAN BANK), ( ) who presented the following
as identification NYS Driver's License & Florida Driver's License, respectively,
or ( ) who are well known to me to be the persons described in and who executed
the foregoing instrument, who in my presence and being by me first duly sworn:
(i) on the date hereof, the Borrowers through their CEO & Chairman of the Board
Donald Engel, executed a Note of even date herewith in the principal amount of
THREE MILLION DOLLARS AND NO/100 ($3,000,000.00) in favor of Ocean Bank, in New
York, New York and that (ii) the Borrowers personally delivered the Note to
Ocean Bank's representative Robert Trujillo, Vice President, Corporate Banking
Officer, who accepted the Note on behalf of Ocean Bank on the date hereof in New
York, New York.

         Sworn to and subscribed before me on this 19th day of December, 1997.

                                                 /S/ WARREN LEIBOWITZ
                                                 ----------------------
                                                 Name: Warren Leibowitz

                                                NOTARY PUBLIC: State of New York


<PAGE>
                                   COMMERCIAL
                                  AGRICULTURAL
                                REVOLVING OR DRAW
                               NOTE-VARIABLE RATE

    OCEAN BANK                        BORROWER                      
 780 N.W. 42nd Avenue       HI-RISE RECYCLING SYSTEMS, INC.
Miami, Florida 33126-5597   AND HESCO SALES, INC.
    (305) 442-2660          16255 NW 54TH AVE
     "LENDER"               MIAMI, FL 33014

<TABLE>
<CAPTION>

OFFICER INITIALS  INTEREST RATE  PRINCIPAL AMOUNT/CREDIT LIMIT   FUNDING DATE    MATURITY DATE     CUSTOMER NUMBER    LOAN NUMBER
<S>               <C>            <C>                             <C>             <C>               <C>                <C> 
     TR             VARIABLE            $3,000,000.00              12/19/97         12/19/02                          100937428-63
</TABLE>

                                 PROMISE TO PAY

For value received, Borrower promises to pay to the order of Lender indicated
above the principal amount of THREE MILLION AND NO/100 Dollars ($3,000,000.00)
or, if less, the aggregate unpaid principal amount of all loans or advances made
by the Lender to the Borrower, plus interest on the unpaid principal balance at
the rate and in the manner described below. All amounts received by Lender shall
be applied first to late fees and expenses, then to accrued interest, and then
to principal. INTEREST RATE: This Note has a variable rate feature. Interest on
the Note may change from time to time if the Index Rate identified below
changes. Interest shall be computed on the basis of 360 days per year for the
actual number of days elapsed. So long as there is no default under this Note,
interest on this Note shall be calculated at the variable rate of ONE AND 50/100
percent (1.50%) per annum over the Index Rate. The initial Index Rate is
currently EIGHT AND 50/100 percent (8.50%) per annum. Therefore, the initial
interest rate on this Note shall be TEN AND NO/100 percent (10.00%) per annum.
Any change in the interest rate resulting from a change in the Index Rate will
be effective on: A DAILY BASIS

INDEX RATE: The Index Rate for this Note shall be: CITIBANK OF NEW YORK PRIME
RATE

MINIMUM RATE/MAXIMUM RATE: The minimum interest rate on this Note shall be N/A
percent ( N/A %) per annum. The maximum interest rate on this Note shall not
exceed EIGHTEEN AND NO/100 percent (18.00%) per annum or the maximum interest
rate Lender is permitted to charge by law, whichever is less.

DEFAULT RATE: In the event of a default under this Note, the Lender may, in its
sole discretion, determine that all amounts owing to Lender shall bear interest
at the lesser of: 18.00 PERCENT RATE, or the maximum interest rate Lender is
permitted to charge by law.

PAYMENT SCHEDULE: Borrower shall pay the principal and interest according to the
following schedule:

ON DEMAND:  INTEREST PAYABLE MONTHLY, PRINCIPAL ON DEMAND



All payments will be made to Lender at its address described above and in lawful
currency of the United States of America.

RENEWAL: If checked [ ] this Note is a renewal of loan number__________________.

SECURITY: To secure the payment and performance of obligations incurred under
this Note, Borrower grants Lender a security interest in, and pledges and
assigns to Lender all of Borrower's rights, title, and interest, in all monies,
instruments, savings, checking and other deposit accounts of Borrower's,
(excluding IRA, Keogh and trust accounts and deposits subject to tax penalties
if so assigned) that are now or in the future in Lender's custody or control.
[X] If checked, the obligations under this Note are also secured by a lien
and/or security interest in the property described in the documents executed in
connection with this Note as well as any other property designated as security
now or in the future.

PREPAYMENT/MINIMUM FINANCE CHARGE: This Note may be prepaid in part or in full
on or before its maturity date. If this Note contains more than one installment,
all prepayments will be credited as determined by Lender and as permitted by
law. If this Note is prepaid in full, there will be:

[X]  No minimum finance charge.

[ ]  A minimum finance charge of $______________, as permitted by law.

LATE PAYMENT CHARGE: If a payment is more than N/A days late, Borrower will be
charged a late payment charge of: [ ] _____% of the unpaid late installment;

[ ] $_________________ or __________________ % of the unpaid late installment,
whichever is [ ] greater [ ] less; to the extent permitted by law.

-------------------------------------------------------------------------------


BORROWER ACKNOWLEDGES THAT BORROWER HAS READ, UNDERSTANDS, AND AGREES TO THE
TERMS AND CONDITIONS OF THIS NOTE INCLUDING THE PROVISIONS ON THE REVERSE SIDE.
BORROWER ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS NOTE.

DATED:  DECEMBER 19, 1997

BORROWER:    HI-RISE RECYCLING SYSTEMS, INC.           BORROWER:
             AND HESCO SALES, INC.

BY:/S/ DONALD ENGEL                                    BY:
   ----------------                                       ---------------------
   DONALD ENGEL

TITLE:  C.E.O. CHAIRMAN                                TITLE:
       ----------------                                      ------------------
BORROWER:                                              BORROWER:

BY:                                                    BY:
   --------------------                                   ---------------------
TITLE:                                                TITLE:
-----------------------                                     -------------------


<PAGE>


REVOLVING OR DRAW FEATURE: This Note possesses a revolving or draw feature as
indicated below.

[X]  This Note possesses a revolving feature. Borrower shall be entitled to
     borrow up to the full principal amount of the Note from time to time
     during the term of this Note.

[ ]  This Note possesses a draw feature. Borrower shall be entitled to make one
     or more draws under this Note. The aggregate amount of such draws shall not
     exceed the full principal amount of this Note.

     Lender shall maintain a written ledger of the amounts loaned to and repaid
     by Borrower under this Note. The aggregate unpaid principal amount shown on
     such ledger shall be rebuttable presumptive evidence of the principal
     amount owing and unpaid on this Note. The Lender's failure to record the
     date and amount of any loan or advance on such ledger shall not limit or
     otherwise affect the obligations of the Borrower under this Note to repay
     the principal amount of the loans or advances together with all interest
     accruing thereon. Lender shall not be obligated to provide Borrower with a
     copy of the ledger on a periodic basis, however, Borrower shall be entitled
     to inspect or obtain a copy of the ledger during Lender's business hours.

     CONDITIONS FOR ADVANCES: Borrower shall be entitled to borrow monies under
     this Note (subject to the limitations described above) under the following
     conditions:

-------------------------------------------------------------------------------
                              TERMS AND CONDITIONS

     1. DEFAULT: Borrower will be in default under this Note in the event that
Borrower or any guarantor:

     (a) fails to make any payment on this Note or any other indebtedness to
     Lender when due;

     (b) fails to perform any obligation or breaches any warranty or covenant to
     Lender contained in this Note or any other present or future, written
     agreement regarding this or any other indebtedness of Borrower to Lender;

     (c) provides or causes any false or misleading signature or representation
     to be provided to Lender;

     (d) allows the collateral securing this Note (if any) to be lost, stolen,
     destroyed, damaged in any material respect, or subjected to seizure or
     confiscation;

     (e) permits the entry or service of any garnishment, judgment, tax levy,
     attachment or lien against Borrower, any guarantor, or any of their
     property;

     (f) dies, becomes legally incompetent, is dissolved or terminated, ceases
     to operate its business, becomes insolvent, makes an assignment for the
     benefit of creditors, or becomes the subject of any bankruptcy, insolvency
     or debtor rehabilitation proceeding; or

     (g) causes Lender to deem itself insecure for any reason, or Lender, for
     any reason, in good faith, deems itself insecure.

     2. RIGHTS OF LENDER ON DEFAULT: If there is a default under this Note,
Lender will be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law):

     (a) to declare the principal amount plus accrued interest under this Note
     and all other present and future obligations of Borrower immediately due
     and payable in full;

     (b) to collect the outstanding obligations of Borrower with or without
     resorting to judicial process;

     (c) to cease making additional advances under this Note or any other
     agreement between Borrower and Lender;

     (d) to take possession of any collateral in any manner permitted by law;

     (e) to require Borrower to deliver and make available to Lender any
     collateral at a place reasonably convenient to Borrower and Lender;

     (f) to sell, lease or otherwise dispose of any collateral and collect any
     deficiency balance with or without resorting to legal process (if notice to
     Borrower of the intended disposition of the collateral is required by law,
     five (5) days notice shall constitute reasonable notification);

     (g) to set-off Borrower's obligations against any amounts due to Borrower
     including, but not limited to monies, instruments, and deposit accounts
     maintained with Lender; and

     (h) to exercise all other rights available to Lender under any other
     written agreement or applicable law.

Lender's rights are cumulative and may be exercised together, separately, and in
any order. Lender's remedies under this paragraph are in addition to those
available at common law, such as the right of setoff.

     3. DEMAND FEATURE: [X] If checked, this Note contains a demand feature.
Lender's right to demand payment, at any time, and from time to time, shall be
in Lender's sole and absolute discretion, whether or not any default has
occurred.

     4. FINANCIAL INFORMATION: Borrower will provide Lender with current
financial statements including but not limited to balance sheets and profit and
loss statements, and other information upon request.

     5. MODIFICATION AND WAIVER: The modification or waiver of any of Borrower's
obligations or Lender's rights under this Note must be contained in a writing
signed by Lender. Lender may perform any of Borrower's obligations or delay or
fail to exercise any of its rights without causing a waiver of those obligations
or rights. A waiver on one occasion will not constitute a waiver on any other
occasion. Borrower's obligations under this Note shall not be affected if Lender
amends, compromises, exchanges, fails to exercise, impairs or releases any of
the obligations belonging to any co-borrower or guarantor or any of its rights
against any co-borrower, guarantor or collateral.

     6. SEVERABILITY: If any provision of this Note violates the law or is
unenforceable, the rest of the Note will remain valid.

     7. ASSIGNMENT: Borrower will not be entitled to assign any of its rights,
remedies or obligations described in this Note without the prior written consent
of Lender which may be withheld by Lender in its sole discretion. Lender will be
entitled to assign some or all of its rights and remedies described in this Note
without notice to or the prior consent of Borrower in any manner.

     8. NOTICE: Any notice or other communication to be provided to Borrower or
Lender under this Note shall be in writing and sent to the parties at the
addresses described in this Note or such other address as the parties may
designate in writing from time to time.

     9. APPLICABLE LAW: This Note shall be governed by the laws of the state
indicated in Lender's address. Borrower consents to the jurisdiction and venue
of any court located in the state indicated in Lender's address in the event of
any legal proceeding under this Note.

     10. COLLECTION COSTS: If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Note, Borrower agrees
to pay Lender's attorneys' fees and collection costs.

     11. MISCELLANEOUS: This Note is being executed for commercial purposes.
Borrower and Lender agree that time is of the essence. Borrower waives
presentment, demand for payment, notice of dishonor and protest. BORROWER HEREBY
WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY CIVIL ACTION ARISING OUT OF, OR BASED
UPON, THIS NOTE OR THE COLLATERAL SECURING THIS NOTE. If Lender obtains a
judgment for any amount due under this Note, interest will accrue on the
judgment at the judgment rate of interest permitted by law. All references to
Borrower in this Note shall include all of the parties signing this Note. If
there is more than one Borrower, their obligations will be joint and several.
This Note and any related documents represent the complete and integrated
understanding between Borrower and Lender pertaining to the terms and conditions
of those documents.

     12. ADDITIONAL TERMS:

   IF PAYMENT IS NOT RECEIVED BY THE BANK ON/OR BEFORE TEN (10) DAYS AFTER DUE
   DATE, THEREAFTER THE INTEREST RATE WILL AUTOMATICALLY INCREASE TO THE MAXIMUM
   RATE THEN PERMITTED BY APPLICABLE LAW AND WILL REMAIN AT THE MAXIMUM RATE
   THEN PERMITTED BY APPLICABLE LAW UNTIL THE ACCOUNT IS COMPLETELY BROUGHT UP
   TO DATE AND CURRENT.


<PAGE>

                                   COMMERCIAL
                                    SECURITY
                                   AGREEMENT

                               OWNER OF COLLATERAL

            OB
     780 N.W. 42nd Avenue        HESCO SALES, INC.
     Miami, Florida 33126       8505 NW 74th Street
       (305) 442-2660            Miami, FL 33166
         "LENDER"

                                TELEPHONE NUMBER

      BORROWER                                    LOCATION OF COLLATERAL

HI-RISE RECYCLING SYSTEMS, INC.                       HESCO SALES, INC.
AND HESCO SALES, INC.                                8505 NW 74th STREET
16255 NW 54TH AVENUE                                    Miami, FL 33166
MIAMI, FL  33014

TELEPHONE NUMBER                                        TELEPHONE NUMBER

     1. SECURITY INTEREST. Owner of Collateral ("Owner") grants to Lender
identified above a continuing security interest in the Collateral described
below to secure the obligations described in this Agreement.

     2. OBLIGATIONS. The Collateral shall secure the payment and performance of
all of Borrower's and Owner's present and future, joint and/or several, direct
and indirect, absolute and contingent, express and implied, indebtedness,
(including costs of collection, legal expenses and attorneys' fees incurred by
Lender upon the occurrence of a default under this Agreement, in collecting or
enforcing payment of such indebtedness, or preserving, protecting or realizing
on the Collateral herein) liabilities, obligations and covenants (cumulatively
"Obligations") to Lender pursuant to:

     (a) this Agreement and the following promissory notes and agreements:

<TABLE>
<CAPTION>

    INTEREST         PRINCIPAL AMOUNT/           FUNDING/               MATURITY              CUSTOMER                LOAN
      RATE             CREDIT LIMIT           AGREEMENT DATE              DATE                 NUMBER                NUMBER

<S>                    <C>                       <C>                    <C>                    <C>                <C> 
    VARIABLE           $3,000,000.00             12/19/97               04/19/06                                  100937428-64
</TABLE>


     (b) all other present or future, written, agreements between Borrower or
     Owner and Lender (whether executed for the same or different purposes than
     the preceding documents);

     (c) all amendments, modifications, replacements or substitutions to any of
     the foregoing; and

     (d) applicable law.

     3. COLLATERAL. The Collateral shall consist of all of the
following-described property and Owner's rights, title and interest in such
property whether now owned or hereafter acquired by Owner and wheresoever
located:

[X]      All accounts and contract rights including, but not limited to, the
         accounts and contract rights described on Schedule A attached hereto
         and incorporated herein by this reference; 

[X]      All chattel paper including, but not limited to, the chattel paper
         described on Schedule A attached hereto and incorporated herein by this
         reference;

[X]      All documents including, but not limited to, the documents described on
         Schedule A attached hereto and incorporated herein by this reference;

[X]      All equipment, including, but not limited to, the equipment described
         on Schedule A attached hereto and incorporated herein by this
         reference;

[X]      All fixtures, including, but not limited to, the fixtures located or to
         be located on the real property described on Schedule B attached hereto
         and incorporated herein by this reference;

[X]      All general intangibles including, but not limited to, the general
         intangibles described on Schedule A attached hereto and incorporated
         herein by this reference;

[X]      All instruments including, but not limited to, the instruments
         described on Schedule A attached hereto and incorporated herein by this
         reference;

[X]      All inventory including, but not limited to, the inventory described
         and located at the locations indicated on Schedule A attached hereto
         and incorporated herein by this reference;

[X]      All minerals or the like located on or related to the real property
         described on Schedule B attached hereto and incorporated herein by this
         reference;

[X]      All standing timber located on the real property described on Schedule
         B attached hereto and incorporated herein by this reference;

[ ]     Other:

All monies, instruments, and savings, checking or other deposit accounts that
are now or in the future in Lender's custody or control (excluding IRA, Keogh,
trust accounts, and deposits subject to tax penalties if so assigned);

All accessions, accessories, additions, amendments, attachments, modifications,
replacements and substitutions to any of the above;

All proceeds and products of any of the above;

All policies of insurance pertaining to any of the above as well as any proceeds
and unearned premiums pertaining to such policies; and

All books and records pertaining to any of the above.

     4. OWNER'S TAXPAYER IDENTIFICATION. Owner's social security number or
federal taxpayer identification number is: 65-0222933.

     5. RESIDENCY/LEGAL STATUS. Owner is a resident of the state of: N/A

Owner is a:[X] Corporation; [ ] Partnership; [ ] Non-Profit Association; duly
organized, validly existing and in good standing under the laws of the State of
Florida.

     6. REPRESENTATIONS, WARRANTIES AND COVENANTS: Owner represents, warrants
and covenants to Lender that:

     (a) Owner is and shall remain the sole owner of the Collateral;


<PAGE>


     (b) Neither Owner nor, to the best of Owner's knowledge, any other party
     has used, generated, released, discharged, stored, or disposed of any
     hazardous waste, toxic substance, or related material (cumulatively
     "Hazardous Materials") or transported any Hazardous Materials. Owner shall
     not commit or permit such actions to be taken in the future. The term
     "Hazardous Materials" shall mean any substance, material, or waste which is
     or becomes regulated by any governmental authority including, but not
     limited to, (i) petroleum; (ii) asbestos; (iii) polychlorinated biphenyls;
     (iv) those substances, materials or wastes designated as a "hazardous
     substance" pursuant to Section 311 of the Clean Water Act or listed
     pursuant to Section 307 of the Clean Water Act or any amendments or
     replacements to these statutes; (v) those substances, materials or wastes
     defined as a "hazardous waste" pursuant to Section 1004 of the Resource
     Conservation and Recovery Act or any amendments or replacements to that
     statute; or (vi) those substances, materials or wastes defined as a
     "hazardous substance" pursuant to Section 101 of the Comprehensive
     Environmental Response, Compensation and Liability Act, or any amendments
     or replacements to that statute;

     (c) Owner's chief executive office, chief place of business, office where
     its business records are located, or residence is the address identified
     above. Owner's other executive offices, places of business, locations of
     its business records, or domiciles are described on Schedule C attached
     hereto and incorporated herein by this reference. Owner shall immediately
     advise Lender in writing of any change in or addition to the foregoing
     addresses;

     (d) Owner shall not become a party to any restructuring of its form of
     business or participate in any consolidation, merger, liquidation or
     dissolution without providing Lender with thirty (30) or more days' prior
     written notice of such change;

     (e) Owner shall notify Lender of the nature of any intended change of
     Owner's name, or the use of any trade name, and the effective date of such
     change;

     (f) The Collateral is and shall at all times remain free of all tax and
     other liens, security interests, encumbrances and claims of any kind except
     for those belonging to Lender and those described on Schedule D attached
     hereto and incorporated herein by this reference. Without waiving the event
     of default as a result thereof, Owner shall take any action and execute any
     document needed to discharge the foregoing liens, security interests,
     encumbrances and claims;

     (g) Owner shall defend the Collateral against all claims and demands of all
     persons at any time claiming any interest therein;

     (h) All of the goods, fixtures, minerals or the like, and standing timber
     constituting the Collateral is and shall be located at Owner's executive
     offices, places of business, residence and domiciles specifically described
     in this Agreement. Owner shall not change the location of any Collateral
     without the prior written consent of Lender;

     (i) Owner shall provide Lender with possession of all chattel paper and
     instruments constituting the Collateral, and Owner shall promptly mark all
     chattel paper, instruments, and documents constituting the Collateral to
     show that the same are subject to Lender's security interest;

     (j) All of Owner's accounts or contract rights; chattel paper; documents;
     general intangibles; instruments; and federal, state, county, and municipal
     government and other permits, licenses, trusts, liens, contracts, leases,
     and agreements constituting the Collateral are and shall be valid, genuine
     and legally enforceable obligations and rights belonging to Owner against
     one or more third parties and not subject to any claim, defense, set-off or
     counterclaim of any kind;

     (k) Owner shall not amend, modify, replace, or substitute any account or
     contract right; chattel paper; document; general intangible; or instrument
     constituting the Collateral without the prior written consent of Lender;

     (l) Owner has the right and is duly authorized to enter into and perform
     its obligations under this Agreement. Owner's execution and performance of
     these obligations do not and shall not conflict with the provisions of any
     statute, regulation, ordinance, rule of law, contract or other agreement
     which may now or hereafter be binding on Owner;

     (m) No action or proceeding is pending against Owner which might result in
     any material or adverse change in its business operations or financial
     condition or materially affect the Collateral;

     (n) Owner has not violated and shall not violate any applicable federal,
     state, county or municipal statute, regulation or ordinance (including but
     not limited to those governing Hazardous Materials) which may materially
     and adversely affect its business operations or financial condition or the
     Collateral;

     (o) Owner shall, upon Lender's request, deposit all proceeds of the
     Collateral into an account or accounts maintained by Owner or Lender at
     Lender's institution; and

     (p) This Agreement and the obligations described in this Agreement are
     executed and incurred for business and not consumer purposes.

     7. SALE OF COLLATERAL. Owner shall not assign, convey, lease, sell or
transfer any of the Collateral to any third party without the prior written
consent of Lender except for sales of inventory to buyers in the ordinary course
of business.

     8. FINANCING STATEMENTS AND OTHER DOCUMENTS. Owner shall take all actions
and execute all documents required by Lender to attach, perfect and maintain
Lender's security interest in the Collateral and establish and maintain Lender's
right to receive the payment of the proceeds of the Collateral including, but
not limited to, executing and financing statements, fixture filings,
continuation statements, notices of security interest and other documents
required by the Uniform Commercial Code and other applicable law. Owner shall
pay the costs of filing such documents in all offices wherever filing or
recording is deemed by Lender to be necessary or desirable. In lieu of filing
security agreements, financing statements, and effective financing statements,
Lender shall be entitled to perfect its security interest in the Collateral by
filing carbon, photographic or other reproductions of the aforementioned
documents with any authority required by the Uniform Commercial Code or other
applicable law. Lender may execute and file any financing statements, as well as
extensions, renewals and amendments of financing statements in such form as
Lender may require to perfect and maintain perfection of any security interest
granted in this Agreement.

     9. INQUIRIES AND NOTIFICATION TO THIRD PARTIES. Owner hereby authorizes
Lender to contact any third party and make any inquiry pertaining to Owner's
financial condition or the Collateral. In addition, Lender is authorized to
provide oral or written notice of its security interest in the Collateral to any
third party.

     10. COLLECTION INDEBTEDNESS FROM THIRD PARTIES. Lender shall be entitled to
notify, and upon the request of Lender, Owner shall notify any account debtor or
other third party (including, but not limited to, insurance companies) to pay
any indebtedness or obligation owing to Owner and constituting the Collateral
(cumulatively "Indebtedness") to Lender whether or not a default exists under
this Agreement. Owner shall diligently collect the Indebtedness owning to Owner
from its account debtors and other third parties until the giving of such
notification. In the event that Owner possesses or receives possession of any
instruments or other remittances with respect to the Indebtedness following the
giving of such notification or if the instruments or other remittances
constitute the prepayment of any Indebtedness or the payment of any insurance
proceeds, Owner shall hold such instruments and other remittances in trust for
Lender apart from its other property, endorse the instruments and other
remittances to Lender, and immediately provide Lender with possession of the
instruments and other remittances. Lender shall be entitled, but not required,
to collect (by legal proceedings or otherwise), extend the time for payment,
compromise, exchange or release or release any obligor or collateral upon, or
otherwise settle any of the Indebtedness whether or not an event of default
exists under this Agreement. Lender shall not be liable to Owner for any action,
error, mistake, omission or delay pertaining to the actions described in this
paragraph or any damages resulting therefrom.

     11. POWER OF ATTORNEY. Owner hereby appoints Lender as its attorney-in-fact
to endorse Owner's name on all instruments and other remittances payable to
Owner with respect to the Indebtedness or other documents pertaining to Lender's
actions in connection with the Indebtedness. In addition, Lender shall be
entitled, but not required, to perform any action or execute any document
required to be taken or executed by Owner under this Agreement. Lender's
performance of such action or execution of such documents shall not relieve
Owner from any obligation or cure any default under this Agreement. The powers
of attorney described in this paragraph are coupled with an interest and are
irrevocable.

     12. USE AND MAINTENANCE OF COLLATERAL. Owner shall use the Collateral
solely in the ordinary course of its business, for the usual purposes intended
by the manufacturer (if applicable), with due care, and in compliance with the
laws, ordinances, regulations, requirements and rules of all federal, state,
county and municipal authorities including environmental laws and regulations
and insurance policies. Owner shall not make any alterations, additions or
improvements to the Collateral without the prior written consent of Lender.
Without limiting the foregoing, all alterations, additions and improvements made
to the Collateral shall be subject to the security interest belonging to Lender,
shall not be removed

                                       2

<PAGE>


without the prior written consent of Lender, and shall be made at Owner's sole
expense. Owner shall take all actions and make any repairs or replacements
needed to maintain the Collateral in good condition and working order.

     13. LOSS OR DAMAGE. Owner shall bear the entire risk of any loss, theft,
destruction or damage (cumulatively "Loss or Damage") to all or any part of the
Collateral. In the event of any Loss or Damage, Owner will either restore the
Collateral to its previous condition, replace the Collateral with similar
property acceptable to Lender in its sole discretion, or pay or cause to be paid
to Lender the decrease in the fair market value of the affected Collateral.

     14. INSURANCE. The Collateral will be kept insured for its full value
against all hazards including loss or damage caused by fire, collision, theft or
other casualty. If the Collateral consists or a motor vehicle, Owner will obtain
comprehensive and collision coverage in amounts at least equal to the actual
cash value of the vehicle with deductibles not to exceed $500. Owner may obtain
insurance on the Collateral from such companies as are acceptable to Lender in
its sole discretion. The insurance policies shall require the insurance company
to provide Lender with at least thirty (30) days' written notice before such
policies are altered or cancelled in any manner. The insurance policies shall
name Lender as a loss payee and provide that no act or omission of Owner or any
other person shall affect the right of Lender to be paid the insurance proceeds
pertaining to the loss or damage of the Collateral. In the event Owner fails to
acquire or maintain insurance, Lender (after providing notice as may be required
by law) may in its discretion procure appropriate insurance coverage upon the
Collateral and charge the insurance cost as an advance of principal under the
promissory note. Owner shall furnish Lender with evidence of insurance
indicating the required coverage. Lender may act as attorney-in-fact for Owner
in making and settling claims under insurance policies, cancelling any policy or
endorsing Owner's name or any draft or negotiable instrument drawn by any
insurer.

     15. INDEMNIFICATION. Lender shall not assume or be responsible for the
performance of any of Owner's obligations with respect to the Collateral under
any circumstances. Owner shall immediately provide Lender with written notice of
and indemnify and hold Lender and its shareholders, directors, officers,
employees and agents harmless from all claims, damages, liabilities (including
attorneys' fees and legal expenses), causes of action, actions, suits and other
legal proceedings (cumulatively "Claims") pertaining to its business operations
or the Collateral including, but not limited to, those arising from Lender's
performance of Owner's obligations with respect to the Collateral. Owner, upon
the request of Lender, shall hire legal counsel to defend Lender from such
Claims, and pay the attorneys' fees, legal expenses and other costs incurred in
connection therewith. In the alternative, Lender shall be entitled to employ its
own legal counsel to defend such Claims at Owner's cost.

     16. TAXES AND ASSESSMENTS. Owner shall execute and file all tax returns and
pay all taxes, licenses, fees and assessments relating to its business
operations and the Collateral (including, but not limited to, income taxes,
personal property taxes, withholding taxes, sales taxes, use taxes, excise taxes
and workers' compensation premiums) in a timely manner.

     17. INSPECTION OF COLLATERAL AND BOOKS AND RECORDS. Owner shall allow
Lender or its agents to examine, inspect and make abstracts and copies of the
Collateral and Owner's books and records pertaining to Owner's business
operations and financial condition or the Collateral during normal business
hours. Owner shall provide any assistance required by Lender for these purposes.
All of the signatures and information pertaining to the Collateral or contained
in the books and records shall be genuine, true, accurate and complete in all
respects. Owner shall note the existence of Lender's security interest in its
books and records pertaining to the Collateral.

     18. DEFAULT. Owner shall be in default under this Agreement in the event
that Owner, Borrower or the guarantor:

     (a) fails to make any payment under this Agreement or any other
     indebtedness to Lender when due;

     (b) fails to perform any obligation or breaches any warranty or covenant to
     Lender contained in this Agreement or any other present or future, written
     or oral, agreement regarding this or any other indebtedness to Lender;

     (c) provides or causes any false or misleading signature or representation
     to be provided to Lender;

     (d) allows the Collateral to be destroyed, lost or stolen, damaged in any
     material respect, or subjected to seizure or confiscation;

     (e) seeks to revoke, terminate or otherwise limit its liability under any
     continuing guaranty;

     (f) permits the entry or service of any garnishment, judgment, tax levy,
     attachment or lien against Owner, any guarantor, or any of their property;

     (g) dies, becomes legally incompetent, is dissolved or terminated, ceases
     to operate its business, becomes insolvent, makes an assignment for the
     benefit of creditors, or becomes the subject of any bankruptcy, insolvency
     or debtor rehabilitation proceeding;

     (h) allows the Collateral to be used by anyone to transport or store goods,
     the possession, transportation, or use of which, is illegal; or

     (i) causes Lender to deem itself insecure for any reason.

      19.  RIGHTS OF LENDER ON DEFAULT. If there is a default under
this Agreement, Lender shall be entitled to exercise one or more of the
following remedies without notice or demand (except as required by law):

     (a) to declare Guarantor's Obligations under this Guaranty immediately due
     and payable in full;

     (b) to collect the outstanding obligations under this Guaranty with or
     without resorting to judicial process;

     (c) to change Owner's mailing address, open Owner's mail, and retain any
     instruments or other remittances constituting the Collateral contained
     therein;

     (d) to take possession of any Collateral in any manner permitted by law;

     (e) to apply for and obtain, without notice and upon ex parte application,
     the appointment of a receiver for the Collateral without regard to Owner's
     financial condition or solvency, the adequacy of the Collateral to secure
     the payment or performance of the obligations, or the existence of any
     waste to the Collateral;

     (f) to require Owner to deliver and make available to Lender any Collateral
     at a place reasonably convenient to Owner and Lender;

     (g) to sell, lease or otherwise dispose of any Collateral and collect any
     deficiency balance with or without resorting to legal process (if notice to
     Borrower of the intended disposition of the Collateral is required by law,
     five (5) days notice shall constitute reasonable notification);

     (h) to set-off Owner's obligations against any amounts due to Owner
     including, but not limited to, monies, instruments, and deposit accounts
     maintained with Lender; and

     (i) to exercise all other rights available to Lender under any other
     written agreement or applicable law. Lender's rights are cumulative and may
     be exercised together, separately, and in any order. If notice to Owner of
     intended disposition of Collateral is required by law, five (5) days'
     notice shall constitute reasonable notification. In the event that Lender
     institutes an action to recover any Collateral or seeks recovery of any
     Collateral by way of a prejudgment remedy in an action against Owner, Owner
     waives the posting of any bond which might otherwise be required. Lender's
     remedies under this paragraph are in addition to those available at common
     law, such as setoff.

     20. WAIVER OF JURY TRIAL. LENDER AND OWNER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
TO ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THE
PROMISSORY NOTE, THIS AGREEMENT AND ANY OTHER AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONJUNCTION HEREWITH OR THEREWITH OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER MAKING THE LOAN EVIDENCED BY
THE PROMISSORY NOTE.

     21. APPLICATION OF PAYMENTS. Whether or not a default has occurred under
this Agreement, all payments made by or on behalf of Owner and all credits due
to Owner from the disposition of the Collateral or otherwise may be applied
against the amounts paid by Lender (including attorneys' fees and legal
expenses) in connection with the exercise of its rights or remedies described in
this Agreement and any interest thereon and then to the payment of the remaining
Obligations in whatever order Lender chooses.

     22. REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER. Owner shall reimburse
Lender for all amounts (including attorneys' fees and legal expenses) expended
by Lender in the performance of any action required to be taken by Owner or the
exercise of any right or remedy belonging to Lender under this Agreement,
together with interest thereon at the lower of the highest rate described in any
promissory note or credit agreement executed by Borrower or Owner or the highest
rate allowed by law from the date of payment until the date of reimbursement.
These sums shall be included in the definition of Obligations, shall be secured
by the Collateral identified in this Agreement and shall be payable upon demand.

                                       3


<PAGE>


     23. ASSIGNMENT. Owner shall not be entitled to assign any of its rights,
remedies or obligations described in this Agreement without the prior written
consent of Lender. Consent may be withheld by Lender in its sole discretion.
Lender shall be entitled to assign some or all of its rights and remedies
described in this Agreement without notice to or the prior consent of Owner in
any manner.

     24. MODIFICATION WAIVER. The modification or waiver of any of Owner's
Obligations or Lender's rights under this Agreement must be contained in writing
signed by Lender. Lender may perform any of Owner's Obligations or delay or fail
to exercise any of its rights without causing a waiver of those Obligations or
rights. A waiver on one occasion shall not constitute a waiver on any other
occasion. Owner's Obligations under this Agreement shall not be affected if
Lender amends, compromises, exchanges, fails to exercise, impairs or releases
any of the obligations belonging to any Owner or third party or any of its
rights against any Owner, third party or collateral.

     25. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of Owner and Lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     26. NOTICES. Any notice or other communication to be provided under this
Agreement shall be in writing and sent to the parties at the addresses described
in this Agreement or such other address as the parties may designate in writing
from time to time.

     27. SEVERABILITY. If any provision of this Agreement violates the law or is
unenforceable, the result of the Agreement shall remain valid.

     28. APPLICABLE LAW. This Agreement shall be governed by the laws of the
state identified in Lender's address. Owner consents to the jurisdiction and
venue of any court located in the state indicated in Lender's address in the
event of any legal proceeding under this Agreement.

     29. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Agreement. Owner
agrees to pay Lender's attorneys' fees and collection costs (subject to any
restrictions imposed by law).

     30. MISCELLANEOUS. This Agreement is executed for commercial purposes.
Owner shall supply information regarding Owner's business operations and
financial condition or the Collateral in the form and manner requested by
Lender. All information furnished by Owner to Lender shall be true, accurate and
complete in all respects. Owner and Lender agree that time is of the essence.
Owner waives presentment, demand for payment, notice of dishonor and protest
except as required by law. All references to Owner in this Agreement shall
include all parties signing below except Lender. If there is more than one
Owner, their obligations shall be joint and several. This Agreement shall remain
in full force and effect until Lender provides Owner with written notice of
termination. This Agreement and any related documents represent the complete and
integrated understanding between Owner and Lender pertaining to the terms and
conditions of those documents.

     31. ADDITIONAL TERMS:

     Owner acknowledges that Owner has read, understands, and agrees to the
terms and conditions of this Agreement.

DATED:  DECEMBER 19, 1997

OWNER:  HESCO SALES, INC.                        OWNER:

By:/S/ DONALD ENGEL                              BY:
   ------------------                               ---------------------
   DONALD ENGEL

Title:   C.E.O., CHAIRMAN                        Title:
     --------------------                              ------------------

LENDER:     OCEAN BANK                           OWNER:

By:/S/ ROBERT TRUJILLO                           By:
  ---------------------                              --------------------
  ROBERT TRUJILLO

Title:   VICE PRESIDENT                          Title:
      -----------------                                ------------------

                                       4

<PAGE>


                                   SCHEDULE A

                                   SCHEDULE B

                                   SCHEDULE C

                                   SCHEDULE D



                                       5

<PAGE>
                                   COMMERCIAL
                                    SECURITY
                                   AGREEMENT

                               OWNER OF COLLATERAL
            OB                                              
         OCEAN BANK                                         
     780 N.W. 42nd Avenue        HESCO SALES, INC.          
     Miami, Florida 33126       8505 NW 74th Street
       (305) 442-2660            Miami, FL 33166
         "LENDER"

                                TELEPHONE NUMBER

      BORROWER                                    LOCATION OF COLLATERAL

HI-RISE RECYCLING SYSTEMS, INC.                       HESCO SALES, INC.
AND HESCO SALES, INC.                                4125 E 11TH AVENUE
16255 NW 54TH AVENUE                                    HIALEAH, FL 
MIAMI, FL  33014



     1. SECURITY INTEREST. Owner of Collateral ("Owner") grants to Lender
identified above a continuing security interest in the Collateral described
below to secure the obligations described in this Agreement.

     2. OBLIGATIONS. The Collateral shall secure the payment and performance of
all of Borrower's and Owner's present and future, joint and/or several, direct
and indirect, absolute and contingent, express and implied, indebtedness,
(including costs of collection, legal expenses and attorneys' fees incurred by
Lender upon the occurrence of a default under this Agreement, in collecting or
enforcing payment of such indebtedness, or preserving, protecting or realizing
on the Collateral herein) liabilities, obligations and covenants (cumulatively
"Obligations") to Lender pursuant to:

     (a) this Agreement and the following promissory notes and agreements:

<TABLE>
<CAPTION>

    INTEREST         PRINCIPAL AMOUNT/           FUNDING/               MATURITY              CUSTOMER                LOAN
      RATE             CREDIT LIMIT           AGREEMENT DATE              DATE                 NUMBER                NUMBER
<S>                    <C>                    <C>                       <C>                  <C>                   <C>
    VARIABLE           $3,000,000.00             12/19/97               12/19/02                                  100937428-63
</TABLE>


     (b) all other present or future, written, agreements between Borrower or
     Owner and Lender (whether executed for the same or different purposes than
     the preceding documents);

     (c) all amendments, modifications, replacements or substitutions to any of
     the foregoing; and

     (d) applicable law.

     3. COLLATERAL. The Collateral shall consist of all of the
following-described property and Owner's rights, title and interest in such
property whether now owned or hereafter acquired by Owner and wheresoever
located:

[ ]      All accounts and contract rights including, but not limited to, the
         accounts and contract rights described on Schedule A attached hereto
         and incorporated herein by this reference;

[ ]      All chattel paper including, but not limited to, the chattel paper
         described on Schedule A attached hereto and incorporated herein by this
         reference;

[ ]      All documents including, but not limited to, the documents described on
         Schedule A attached hereto and incorporated herein by this reference;

[ ]      All equipment, including, but not limited to, the equipment described
         on Schedule A attached hereto and incorporated herein by this
         reference;

[ ]      All fixtures, including, but not limited to, the fixtures located or to
         be located on the real property described on Schedule B attached hereto
         and incorporated herein by this reference;

[ ]      All general intangibles including, but not limited to, the general
         intangibles described on Schedule A attached hereto and incorporated
         herein by this reference;

[ ]      All instruments including, but not limited to, the instruments
         described on Schedule A attached hereto and incorporated herein by this
         reference;

[ ]      All inventory including, but not limited to, the inventory described
         and located at the locations indicated on Schedule A attached hereto
         and incorporated herein by this reference;

[ ]      All minerals or the like located on or related to the real property
         described on Schedule B attached hereto and incorporated herein by this
         reference;

[ ]      All standing timber located on the real property described on Schedule
         B attached hereto and incorporated herein by this reference;

[X]      Other: SEE EXHIBIT "A"

All monies, instruments, and savings, checking or other deposit accounts that
are now or in the future in Lender's custody or control (excluding IRA, Keogh,
trust accounts, and deposits subject to tax penalties if so assigned);

All accessions, accessories, additions, amendments, attachments, modifications,
replacements and substitutions to any of the above;

All proceeds and products of any of the above; All policies of insurance
pertaining to any of the above as well as any proceeds and unearned premiums
pertaining to such policies; and

All books and records pertaining to any of the above.

     4. OWNER'S TAXPAYER IDENTIFICATION. Owner's social security number or
federal taxpayer identification number is: 59-1700672.

     5. RESIDENCY/LEGAL STATUS. Owner is a resident of the state of: N/A

Owner is a: [X] Corporation; [ ] Partnership; [ ] Non-Profit Association; duly
organized, validly existing and in good standing under the laws of the State of
Florida.

      6. REPRESENTATIONS, WARRANTIES AND COVENANTS: Owner represents, warrants
         and covenants to Lender that:

     (a) Owner is and shall remain the sole owner of the Collateral;

     (b) Neither Owner nor, to the best of Owner's knowledge, any other party
     has used, generated, released, discharged, stored, or disposed of any
     hazardous waste, toxic substance, or related material (cumulatively
     "Hazardous Materials") or transported any 


<PAGE>


     Hazardous Materials. Owner shall not commit or permit such actions to be
     taken in the future. The term "Hazardous Materials" shall mean any
     substance, material, or waste which is or becomes regulated by any
     governmental authority including, but not limited to, (i) petroleum; (ii)
     asbestos; (iii) polychlorinated biphenyls; (iv) those substances, materials
     or wastes designated as a "hazardous substance" pursuant to Section 311 of
     the Clean Water Act or listed pursuant to Section 307 of the Clean Water
     Act or any amendments or replacements to these statutes; (v) those
     substances, materials or wastes defined as a "hazardous waste" pursuant to
     Section 1004 of the Resource Conservation and Recovery Act or any
     amendments or replacements to that statute; or (vi) those substances,
     materials or wastes defined as a "hazardous substance" pursuant to Section
     101 of the Comprehensive Environmental Response, Compensation and Liability
     Act, or any amendments or replacements to that statute;

     (c) Owner's chief executive office, chief place of business, office where
     its business records are located, or residence is the address identified
     above. Owner's other executive offices, places of business, locations of
     its business records, or domiciles are described on Schedule C attached
     hereto and incorporated herein by this reference. Owner shall immediately
     advise Lender in writing of any change in or addition to the foregoing
     addresses;

     (d) Owner shall not become a party to any restructuring of its form of
     business or participate in any consolidation, merger, liquidation or
     dissolution without providing Lender with thirty (30) or more days' prior
     written notice of such change;

     (e) Owner shall notify Lender of the nature of any intended change of
     Owner's name, or the use of any trade name, and the effective date of such
     change;

     (f) The Collateral is and shall at all times remain free of all tax and
     other liens, security interests, encumbrances and claims of any kind except
     for those belonging to Lender and those described on Schedule D attached
     hereto and incorporated herein by this reference. Without waiving the event
     of default as a result thereof, Owner shall take any action and execute any
     document needed to discharge the foregoing liens, security interests,
     encumbrances and claims;

     (g) Owner shall defend the Collateral against all claims and demands of all
     persons at any time claiming any interest therein;

     (h) All of the goods, fixtures, minerals or the like, and standing timber
     constituting the Collateral is and shall be located at Owner's executive
     offices, places of business, residence and domiciles specifically described
     in this Agreement. Owner shall not change the location of any Collateral
     without the prior written consent of Lender;

     (i) Owner shall provide Lender with possession of all chattel paper and
     instruments constituting the Collateral, and Owner shall promptly mark all
     chattel paper, instruments, and documents constituting the Collateral to
     show that the same are subject to Lender's security interest;

     (j) All of Owner's accounts or contract rights; chattel paper; documents;
     general intangibles; instruments; and federal, state, county, and municipal
     government and other permits, licenses, trusts, liens, contracts, leases,
     and agreements constituting the Collateral are and shall be valid, genuine
     and legally enforceable obligations and rights belonging to Owner against
     one or more third parties and not subject to any claim, defense, set-off or
     counterclaim of any kind;

     (k) Owner shall not amend, modify, replace, or substitute any account or
     contract right; chattel paper; document; general intangible; or instrument
     constituting the Collateral without the prior written consent of Lender;

     (l) Owner has the right and is duly authorized to enter into and perform
     its obligations under this Agreement. Owner's execution and performance of
     these obligations do not and shall not conflict with the provisions of any
     statute, regulation, ordinance, rule of law, contract or other agreement
     which may now or hereafter be binding on Owner;

     (m) No action or proceeding is pending against Owner which might result in
     any material or adverse change in its business operations or financial
     condition or materially affect the Collateral;

     (n) Owner has not violated and shall not violate any applicable federal,
     state, county or municipal statute, regulation or ordinance (including but
     not limited to those governing Hazardous Materials) which may materially
     and adversely affect its business operations or financial condition or the
     Collateral;

     (o) Owner shall, upon Lender's request, deposit all proceeds of the
     Collateral into an account or accounts maintained by Owner or Lender at
     Lender's institution; and

     (p) This Agreement and the obligations described in this Agreement are
     executed and incurred for business and not consumer purposes.

     7. SALE OF COLLATERAL. Owner shall not assign, convey, lease, sell or
transfer any of the Collateral to any third party without the prior written
consent of Lender except for sales of inventory to buyers in the ordinary course
of business.

     8. FINANCING STATEMENTS AND OTHER DOCUMENTS. Owner shall take all actions
and execute all documents required by Lender to attach, perfect and maintain
Lender's security interest in the Collateral and establish and maintain Lender's
right to receive the payment of the proceeds of the Collateral including, but
not limited to, executing and financing statements, fixture filings,
continuation statements, notices of security interest and other documents
required by the Uniform Commercial Code and other applicable law. Owner shall
pay the costs of filing such documents in all offices wherever filing or
recording is deemed by Lender to be necessary or desirable. In lieu of filing
security agreements, financing statements, and effective financing statements,
Lender shall be entitled to perfect its security interest in the Collateral by
filing carbon, photographic or other reproductions of the aforementioned
documents with any authority required by the Uniform Commercial Code or other
applicable law. Lender may execute and file any financing statements, as well as
extensions, renewals and amendments of financing statements in such form as
Lender may require to perfect and maintain perfection of any security interest
granted in this Agreement.

     9. INQUIRIES AND NOTIFICATION TO THIRD PARTIES. Owner hereby authorizes
Lender to contact any third party and make any inquiry pertaining to Owner's
financial condition or the Collateral. In addition, Lender is authorized to
provide oral or written notice of its security interest in the Collateral to any
third party.

     10. COLLECTION INDEBTEDNESS FROM THIRD PARTIES. Lender shall be entitled to
notify, and upon the request of Lender, Owner shall notify any account debtor or
other third party (including, but not limited to, insurance companies) to pay
any indebtedness or obligation owing to Owner and constituting the Collateral
(cumulatively "Indebtedness") to Lender whether or not a default exists under
this Agreement. Owner shall diligently collect the Indebtedness owning to Owner
from its account debtors and other third parties until the giving of such
notification. In the event that Owner possesses or receives possession of any
instruments or other remittances with respect to the Indebtedness following the
giving of such notification or if the instruments or other remittances
constitute the prepayment of any Indebtedness or the payment of any insurance
proceeds, Owner shall hold such instruments and other remittances in trust for
Lender apart from its other property, endorse the instruments and other
remittances to Lender, and immediately provide Lender with possession of the
instruments and other remittances. Lender shall be entitled, but not required,
to collect (by legal proceedings or otherwise), extend the time for payment,
compromise, exchange or release or release any obligor or collateral upon, or
otherwise settle any of the Indebtedness whether or not an event of default
exists under this Agreement. Lender shall not be liable to Owner for any action,
error, mistake, omission or delay pertaining to the actions described in this
paragraph or any damages resulting therefrom.

     11. POWER OF ATTORNEY. Owner hereby appoints Lender as its attorney-in-fact
to endorse Owner's name on all instruments and other remittances payable to
Owner with respect to the Indebtedness or other documents pertaining to Lender's
actions in connection with the Indebtedness. In addition, Lender shall be
entitled, but not required, to perform any action or execute any document
required to be taken or executed by Owner under this Agreement. Lender's
performance of such action or execution of such documents shall not relieve
Owner from any obligation or cure any default under this Agreement. The powers
of attorney described in this paragraph are coupled with an interest and are
irrevocable.

     12. USE AND MAINTENANCE OF COLLATERAL. Owner shall use the Collateral
solely in the ordinary course of its business, for the usual purposes intended
by the manufacturer (if applicable), with due care, and in compliance with the
laws, ordinances, regulations, requirements and rules of all federal, state,
county and municipal authorities including environmental laws and regulations
and insurance policies. Owner shall not make any alterations, additions or
improvements to the Collateral without the prior written consent of Lender.
Without limiting the foregoing, all alterations, additions and improvements made
to the Collateral shall be subject to the security interest belonging to Lender,
shall not be removed without the prior written consent of Lender, and shall be
made at Owner's sole expense. Owner shall take all actions and make any repairs
or replacements needed to maintain the Collateral in good condition and working
order.

                                       2

<PAGE>


     13. LOSS OR DAMAGE. Owner shall bear the entire risk of any loss, theft,
destruction or damage (cumulatively "Loss or Damage") to all or any part of the
Collateral. In the event of any Loss or Damage, Owner will either restore the
Collateral to its previous condition, replace the Collateral with similar
property acceptable to Lender in its sole discretion, or pay or cause to be paid
to Lender the decrease in the fair market value of the affected Collateral.

     14. INSURANCE. The Collateral will be kept insured for its full value
against all hazards including loss or damage caused by fire, collision, theft or
other casualty. If the Collateral consists or a motor vehicle, Owner will obtain
comprehensive and collision coverage in amounts at least equal to the actual
cash value of the vehicle with deductibles not to exceed $500. Owner may obtain
insurance on the Collateral from such companies as are acceptable to Lender in
its sole discretion. The insurance policies shall require the insurance company
to provide Lender with at least thirty (30) days' written notice before such
policies are altered or cancelled in any manner. The insurance policies shall
name Lender as a loss payee and provide that no act or omission of Owner or any
other person shall affect the right of Lender to be paid the insurance proceeds
pertaining to the loss or damage of the Collateral. In the event Owner fails to
acquire or maintain insurance, Lender (after providing notice as may be required
by law) may in its discretion procure appropriate insurance coverage upon the
Collateral and charge the insurance cost as an advance of principal under the
promissory note. Owner shall furnish Lender with evidence of insurance
indicating the required coverage. Lender may act as attorney-in-fact for Owner
in making and settling claims under insurance policies, cancelling any policy or
endorsing Owner's name or any draft or negotiable instrument drawn by any
insurer.

     15. INDEMNIFICATION. Lender shall not assume or be responsible for the
performance of any of Owner's obligations with respect to the Collateral under
any circumstances. Owner shall immediately provide Lender with written notice of
and indemnify and hold Lender and its shareholders, directors, officers,
employees and agents harmless from all claims, damages, liabilities (including
attorneys' fees and legal expenses), causes of action, actions, suits and other
legal proceedings (cumulatively "Claims") pertaining to its business operations
or the Collateral including, but not limited to, those arising from Lender's
performance of Owner's obligations with respect to the Collateral. Owner, upon
the request of Lender, shall hire legal counsel to defend Lender from such
Claims, and pay the attorneys' fees, legal expenses and other costs incurred in
connection therewith. In the alternative, Lender shall be entitled to employ its
own legal counsel to defend such Claims at Owner's cost.

     16. TAXES AND ASSESSMENTS. Owner shall execute and file all tax returns and
pay all taxes, licenses, fees and assessments relating to its business
operations and the Collateral (including, but not limited to, income taxes,
personal property taxes, withholding taxes, sales taxes, use taxes, excise taxes
and workers' compensation premiums) in a timely manner.

     17. INSPECTION OF COLLATERAL AND BOOKS AND RECORDS. Owner shall allow
Lender or its agents to examine, inspect and make abstracts and copies of the
Collateral and Owner's books and records pertaining to Owner's business
operations and financial condition or the Collateral during normal business
hours. Owner shall provide any assistance required by Lender for these purposes.
All of the signatures and information pertaining to the Collateral or contained
in the books and records shall be genuine, true, accurate and complete in all
respects. Owner shall note the existence of Lender's security interest in its
books and records pertaining to the Collateral.

     18. DEFAULT. Owner shall be in default under this Agreement in the event
that Owner, Borrower or the guarantor: 

     (a) fails to make any payment under this Agreement or any other
     indebtedness to Lender when due;

     (b) fails to perform any obligation or breaches any warranty or covenant to
     Lender contained in this Agreement or any other present or future, written
     or oral, agreement regarding this or any other indebtedness to Lender;

     (c) provides or causes any false or misleading signature or representation
     to be provided to Lender;

     (d) allows the Collateral to be destroyed, lost or stolen, damaged in any
     material respect, or subjected to seizure or confiscation;

     (e) seeks to revoke, terminate or otherwise limit its liability under any
     continuing guaranty;

     (f) permits the entry or service of any garnishment, judgment, tax levy,
     attachment or lien against Owner, any guarantor, or any of their property;

     (g) dies, becomes legally incompetent, is dissolved or terminated, ceases
     to operate its business, becomes insolvent, makes an assignment for the
     benefit of creditors, or becomes the subject of any bankruptcy, insolvency
     or debtor rehabilitation proceeding;

     (h) allows the Collateral to be used by anyone to transport or store goods,
     the possession, transportation, or use of which, is illegal; or

     (i) causes Lender to deem itself insecure for any reason.

     19. RIGHTS OF LENDER ON DEFAULT. If there is a default under this
Agreement, Lender shall be entitled to exercise one or more of the following
remedies without notice or demand (except as required by law):

     (a) to declare Guarantor's Obligations under this Guaranty immediately due
     and payable in full;

     (b) to collect the outstanding obligations under this Guaranty with or
     without resorting to judicial process;

     (c) to change Owner's mailing address, open Owner's mail, and retain any
     instruments or other remittances constituting the Collateral contained
     therein;

     (d) to take possession of any Collateral in any manner permitted by law;

     (e) to apply for and obtain, without notice and upon ex parte application,
     the appointment of a receiver for the Collateral without regard to Owner's
     financial condition or solvency, the adequacy of the Collateral to secure
     the payment or performance of the obligations, or the existence of any
     waste to the Collateral;

     (f) to require Owner to deliver and make available to Lender any Collateral
     at a place reasonably convenient to Owner and Lender;

     (g) to sell, lease or otherwise dispose of any Collateral and collect any
     deficiency balance with or without resorting to legal process (if notice to
     Borrower of the intended disposition of the Collateral is required by law,
     five (5) days notice shall constitute reasonable notification);

     (h) to set-off Owner's obligations against any amounts due to Owner
     including, but not limited to, monies, instruments, and deposit accounts
     maintained with Lender; and

     (i) to exercise all other rights available to Lender under any other
     written agreement or applicable law. Lender's rights are cumulative and may
     be exercised together, separately, and in any order. If notice to Owner of
     intended disposition of Collateral is required by law, five (5) days'
     notice shall constitute reasonable notification. In the event that Lender
     institutes an action to recover any Collateral or seeks recovery of any
     Collateral by way of a prejudgment remedy in an action against Owner, Owner
     waives the posting of any bond which might otherwise be required. Lender's
     remedies under this paragraph are in addition to those available at common
     law, such as setoff.

     20. WAIVER OF JURY TRIAL. LENDER AND OWNER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
TO ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THE
PROMISSORY NOTE, THIS AGREEMENT AND ANY OTHER AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONJUNCTION HEREWITH OR THEREWITH OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER MAKING THE LOAN EVIDENCED BY
THE PROMISSORY NOTE.

     21. APPLICATION OF PAYMENTS. Whether or not a default has occurred under
this Agreement, all payments made by or on behalf of Owner and all credits due
to Owner from the disposition of the Collateral or otherwise may be applied
against the amounts paid by Lender (including attorneys' fees and legal
expenses) in connection with the exercise of its rights or remedies described in
this Agreement and any interest thereon and then to the payment of the remaining
Obligations in whatever order Lender chooses.

     22. REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER. Owner shall reimburse
Lender for all amounts (including attorneys' fees and legal expenses) expended
by Lender in the performance of any action required to be taken by Owner or the
exercise of any right or remedy belonging to Lender under this Agreement,
together with interest thereon at the lower of the highest rate described in any
promissory note or credit agreement executed by Borrower or Owner or the highest
rate allowed by law from the date of payment until the date of reimbursement.
These sums shall be included in the definition of Obligations, shall be secured
by the Collateral identified in this Agreement and shall be payable upon demand.

                                       3

<PAGE>


     23. ASSIGNMENT. Owner shall not be entitled to assign any of its rights,
remedies or obligations described in this Agreement without the prior written
consent of Lender. Consent may be withheld by Lender in its sole discretion.
Lender shall be entitled to assign some or all of its rights and remedies
described in this Agreement without notice to or the prior consent of Owner in
any manner.

     24. MODIFICATION WAIVER. The modification or waiver of any of Owner's
Obligations or Lender's rights under this Agreement must be contained in writing
signed by Lender. Lender may perform any of Owner's Obligations or delay or fail
to exercise any of its rights without causing a waiver of those Obligations or
rights. A waiver on one occasion shall not constitute a waiver on any other
occasion. Owner's Obligations under this Agreement shall not be affected if
Lender amends, compromises, exchanges, fails to exercise, impairs or releases
any of the obligations belonging to any Owner or third party or any of its
rights against any Owner, third party or collateral.

     25. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of Owner and Lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     26. NOTICES. Any notice or other communication to be provided under this
Agreement shall be in writing and sent to the parties at the addresses described
in this Agreement or such other address as the parties may designate in writing
from time to time.

     27. SEVERABILITY. If any provision of this Agreement violates the law or is
unenforceable, the result of the Agreement shall remain valid.

     28. APPLICABLE LAW. This Agreement shall be governed by the laws of the
state identified in Lender's address. Owner consents to the jurisdiction and
venue of any court located in the state indicated in Lender's address in the
event of any legal proceeding under this Agreement.

     29. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Agreement. Owner
agrees to pay Lender's attorneys' fees and collection costs (subject to any
restrictions imposed by law).

     30. MISCELLANEOUS. This Agreement is executed for commercial purposes.
owner shall supply information regarding Owner's business operations and
financial condition or the Collateral in the form and manner requested by
Lender. All information furnished by Owner to Lender shall be true, accurate and
complete in all respects. Owner and Lender agree that time is of the essence.
Owner waives presentment, demand for payment, notice of dishonor and protest
except as required by law. All references to Owner in this Agreement shall
include all parties signing below except Lender. If there is more than one
Owner, their obligations shall be joint and several. This Agreement shall remain
in full force and effect until Lender provides Owner with written notice of
termination. This Agreement and any related documents represent the complete and
integrated understanding between Owner and Lender pertaining to the terms and
conditions of those documents.

     31. ADDITIONAL TERMS:

     Owner acknowledges that Owner has read, understands, and agrees to the
terms and conditions of this Agreement.

DATED:  DECEMBER 19, 1997

OWNER:  HESCO SALES, INC.                             OWNER:

By:/S/ DONALD ENGEL                                   BY:
  --------------------                                   ----------------------
  DONALD ENGEL

Title:   C.E.O., CHAIRMAN                             Title:
     --------------------                                   -------------------

LENDER:     OCEAN BANK                                OWNER:

By:/S/ ROBERT TRUJILLO                                BY:
  --------------------                                   ----------------------
  ROBERT TRUJILLO
Title:   VICE PRESIDENT                               Title:
      -------------------                                   -------------------


                                       4

<PAGE>


                                   SCHEDULE A

                                   SCHEDULE B

                                   SCHEDULE C

                                   SCHEDULE D


                                       5

<PAGE>


     HESCO SALES CO.
     4125 E. 11TH AVENUE, HIALEAH, FLORIDA
     NOVEMBER 11, 1997

                                   EXHIBIT "A"
<TABLE>
<CAPTION>

               QUANTITY

               <S>               <C>                                                            <C>      
                  1              Forklift. Nissan Type D. 5,000 lb.
                  1              Shop Vac. 10 gal.
                  2              Paint mixers, dual. 50 gals., no manufacturer, no model         /S/ DONALD ENGEL
                                                                                                 ----------------
                                 number. No serial number (could be shop made) (one in use),     DONALD ENGEL
                                 w/Kellogg American Generator S/N 8825801, in use                C.E.O. & CHAIRMAN OF THE BOARD
                  1              Scale, Chathion, 30 lbs.
                  1              Welder, Hobart. W/hoses and torch tip
                  1              Storage rack, 17 sections. 39" x 56" each section
                  1              Steel band strapping machine
                  6              Lincoln welders, Model SP200 (not in use)
                  1              Lot. Assorted hand tools
                  1              Air compressor Dresser, Wayne. Model V16-5012 HD, S/N 20431
                  1              Welding Mask
                  1              Table vise. 10"
                  1              Cummins grinder/polisher. Floor model
                  1              Rockwood drill press, heavy duty, Model 4348,
                                 1/2" chuck. 1/2 hp. 1980
                  1              Lot. One desk and two chairs
                  3              Rotational Molding Machines
                                          2 machines (in use)
                                          1 machine (parts only)
                                          Fully automatic
                                          McNeil Akron - Model 1500-88 oven with 2M BTU
                                          burner w/door.  Rotocast Machine cooling
                                          chamber w/door
                                          Both doors fully automatic on each
                                          machine Mold arm on each machine
                                          automatic Podium type, 1982-1987 Each
                                          machine has main control Cabinet panel
                                          - fire control Cabinet panel - damper
                                          - cooling water and delay Each oven
                                          shaft has tachometers 3 spindles, 220
                                          vac. Cycle time NEW: $200,000

                  2              Jib cranes. W/ hoist - 500 lbs. And hooks
</TABLE>


                             TOTAL HIALEAH LOCATION


                                       6

<PAGE>
                                   COMMERCIAL
                                    SECURITY
                                   AGREEMENT

                               OWNER OF COLLATERAL
            OB                                               
         OCEAN BANK                                          
     780 N.W. 42nd Avenue        UNITED TRUCK & BODY         
     Miami, Florida 33126         CORPORATION
       (305) 442-2660            27137 COUNTRY ROAD #33
                                 OKAHUMPKA, FL  34762
         "LENDER"

                                TELEPHONE NUMBER

      BORROWER                                  LOCATION OF COLLATERAL

HI-RISE RECYCLING SYSTEMS, INC.                 UNITED TRUCK & BODY CORPORATION
AND HESCO SALES, INC.                           27137 COUNTRY ROAD #33
16255 NW 54TH AVENUE                            OLAHUMPKA, FL  34762
MIAMI, FL  33014



     1. SECURITY INTEREST. Owner of Collateral ("Owner") grants to Lender
identified above a continuing security interest in the Collateral described
below to secure the obligations described in this Agreement.

     2. OBLIGATIONS. The Collateral shall secure the payment and performance of
all of Borrower's and Owner's present and future, joint and/or several, direct
and indirect, absolute and contingent, express and implied, indebtedness,
(including costs of collection, legal expenses and attorneys' fees incurred by
Lender upon the occurrence of a default under this Agreement, in collecting or
enforcing payment of such indebtedness, or preserving, protecting or realizing
on the Collateral herein) liabilities, obligations and covenants (cumulatively
"Obligations") to Lender pursuant to:

     (a) this Agreement and the following promissory notes and agreements:

<TABLE>
<CAPTION>

    INTEREST         PRINCIPAL AMOUNT/           FUNDING/               MATURITY              CUSTOMER                LOAN
      RATE             CREDIT LIMIT           AGREEMENT DATE              DATE                 NUMBER                NUMBER
<S>                   <C>                       <C>                     <C>                    <C>                <C>
    VARIABLE           $3,000,000.00             12/19/97               04/19/06                                  100937428-64
</TABLE>


     (b) all other present or future, written, agreements between Borrower or
     Owner and Lender (whether executed for the same or different purposes than
     the preceding documents);

     (c) all amendments, modifications, replacements or substitutions to any of
     the foregoing; and

     (d) applicable law.

     3. COLLATERAL. The Collateral shall consist of all of the
following-described property and Owner's rights, title and interest in such
property whether now owned or hereafter acquired by Owner and wheresoever
located:

[ ]      All accounts and contract rights including, but not limited to, the
         accounts and contract rights described on Schedule A attached hereto
         and incorporated herein by this reference;

[ ]      All chattel paper including, but not limited to, the chattel paper
         described on Schedule A attached hereto and incorporated herein by this
         reference;

[ ]      All documents including, but not limited to, the documents described on
         Schedule A attached hereto and incorporated herein by this reference;

[ ]      All equipment, including, but not limited to, the equipment described
         on Schedule A attached hereto and incorporated herein by this
         reference;

[ ]      All fixtures, including, but not limited to, the fixtures located or to
         be located on the real property described on Schedule B attached hereto
         and incorporated herein by this reference;

[ ]      All general intangibles including, but not limited to, the general
         intangibles described on Schedule A attached hereto and incorporated
         herein by this reference; 

[ ]      All instruments including, but not limited to, the instruments
         described on Schedule A attached hereto and incorporated herein by this
         reference;

[ ]      All inventory including, but not limited to, the inventory described
         and located at the locations indicated on Schedule A attached hereto
         and incorporated herein by this reference;

[ ]      All minerals or the like located on or related to the real property
         described on Schedule B attached hereto and incorporated herein by this
         reference;

[ ]      All standing timber located on the real property described on Schedule
         B attached hereto and incorporated herein by this reference;

[X]      Other: SEE EXHIBIT "A"

All monies, instruments, and savings, checking or other deposit accounts that
are now or in the future in Lender's custody or control (excluding IRA, Keogh,
trust accounts, and deposits subject to tax penalties if so assigned);

All accessions, accessories, additions, amendments, attachments, modifications,
replacements and substitutions to any of the above;

All proceeds and products of any of the above;

All policies of insurance pertaining to any of the above as well as any proceeds
and unearned premiums pertaining to such policies; and

All books and records pertaining to any of the above.

     4. OWNER'S TAXPAYER IDENTIFICATION. Owner's social security number or
federal taxpayer identification number is: 65-0222933.

     5. RESIDENCY/LEGAL STATUS. Owner is a resident of the state of: N/A

Owner is a: [X] Corporation; [ ] Partnership; [ ] Non-Profit Association; duly
organized, validly existing and in good standing under the laws of the State of
Florida.

     6. REPRESENTATIONS, WARRANTIES AND COVENANTS: Owner represents, warrants
and covenants to Lender that:

     (a) Owner is and shall remain the sole owner of the Collateral;

     (b) Neither Owner nor, to the best of Owner's knowledge, any other party
     has used, generated, released, discharged, stored, or disposed of any
     hazardous waste, toxic substance, or related material (cumulatively
     "Hazardous Materials") or transported any 


<PAGE>


     Hazardous Materials. Owner shall not commit or permit such actions to be
     taken in the future. The term "Hazardous Materials" shall mean any
     substance, material, or waste which is or becomes regulated by any
     governmental authority including, but not limited to, (i) petroleum; (ii)
     asbestos; (iii) polychlorinated biphenyls; (iv) those substances, materials
     or wastes designated as a "hazardous substance" pursuant to Section 311 of
     the Clean Water Act or listed pursuant to Section 307 of the Clean Water
     Act or any amendments or replacements to these statutes; (v) those
     substances, materials or wastes defined as a "hazardous waste" pursuant to
     Section 1004 of the Resource Conservation and Recovery Act or any
     amendments or replacements to that statute; or (vi) those substances,
     materials or wastes defined as a "hazardous substance" pursuant to Section
     101 of the Comprehensive Environmental Response, Compensation and Liability
     Act, or any amendments or replacements to that statute;

     (c) Owner's chief executive office, chief place of business, office where
     its business records are located, or residence is the address identified
     above. Owner's other executive offices, places of business, locations of
     its business records, or domiciles are described on Schedule C attached
     hereto and incorporated herein by this reference. Owner shall immediately
     advise Lender in writing of any change in or addition to the foregoing
     addresses;

     (d) Owner shall not become a party to any restructuring of its form of
     business or participate in any consolidation, merger, liquidation or
     dissolution without providing Lender with thirty (30) or more days' prior
     written notice of such change;

     (e) Owner shall notify Lender of the nature of any intended change of
     Owner's name, or the use of any trade name, and the effective date of such
     change;

     (f) The Collateral is and shall at all times remain free of all tax and
     other liens, security interests, encumbrances and claims of any kind except
     for those belonging to Lender and those described on Schedule D attached
     hereto and incorporated herein by this reference. Without waiving the event
     of default as a result thereof, Owner shall take any action and execute any
     document needed to discharge the foregoing liens, security interests,
     encumbrances and claims;

     (g) Owner shall defend the Collateral against all claims and demands of all
     persons at any time claiming any interest therein;

     (h) All of the goods, fixtures, minerals or the like, and standing timber
     constituting the Collateral is and shall be located at Owner's executive
     offices, places of business, residence and domiciles specifically described
     in this Agreement. Owner shall not change the location of any Collateral
     without the prior written consent of Lender;

     (i) Owner shall provide Lender with possession of all chattel paper and
     instruments constituting the Collateral, and Owner shall promptly mark all
     chattel paper, instruments, and documents constituting the Collateral to
     show that the same are subject to Lender's security interest;

     (j) All of Owner's accounts or contract rights; chattel paper; documents;
     general intangibles; instruments; and federal, state, county, and municipal
     government and other permits, licenses, trusts, liens, contracts, leases,
     and agreements constituting the Collateral are and shall be valid, genuine
     and legally enforceable obligations and rights belonging to Owner against
     one or more third parties and not subject to any claim, defense, set-off or
     counterclaim of any kind;

     (k) Owner shall not amend, modify, replace, or substitute any account or
     contract right; chattel paper; document; general intangible; or instrument
     constituting the Collateral without the prior written consent of Lender;

     (l) Owner has the right and is duly authorized to enter into and perform
     its obligations under this Agreement. Owner's execution and performance of
     these obligations do not and shall not conflict with the provisions of any
     statute, regulation, ordinance, rule of law, contract or other agreement
     which may now or hereafter be binding on Owner;

     (m) No action or proceeding is pending against Owner which might result in
     any material or adverse change in its business operations or financial
     condition or materially affect the Collateral;

     (n) Owner has not violated and shall not violate any applicable federal,
     state, county or municipal statute, regulation or ordinance (including but
     not limited to those governing Hazardous Materials) which may materially
     and adversely affect its business operations or financial condition or the
     Collateral;

     (o) Owner shall, upon Lender's request, deposit all proceeds of the
     Collateral into an account or accounts maintained by Owner or Lender at
     Lender's institution; and

     (p) This Agreement and the obligations described in this Agreement are
     executed and incurred for business and not consumer purposes.

     7. SALE OF COLLATERAL. Owner shall not assign, convey, lease, sell or
transfer any of the Collateral to any third party without the prior written
consent of Lender except for sales of inventory to buyers in the ordinary course
of business.

     8. FINANCING STATEMENTS AND OTHER DOCUMENTS. Owner shall take all actions
and execute all documents required by Lender to attach, perfect and maintain
Lender's security interest in the Collateral and establish and maintain Lender's
right to receive the payment of the proceeds of the Collateral including, but
not limited to, executing and financing statements, fixture filings,
continuation statements, notices of security interest and other documents
required by the Uniform Commercial Code and other applicable law. Owner shall
pay the costs of filing such documents in all offices wherever filing or
recording is deemed by Lender to be necessary or desirable. In lieu of filing
security agreements, financing statements, and effective financing statements,
Lender shall be entitled to perfect its security interest in the Collateral by
filing carbon, photographic or other reproductions of the aforementioned
documents with any authority required by the Uniform Commercial Code or other
applicable law. Lender may execute and file any financing statements, as well as
extensions, renewals and amendments of financing statements in such form as
Lender may require to perfect and maintain perfection of any security interest
granted in this Agreement.

     9. INQUIRIES AND NOTIFICATION TO THIRD PARTIES. Owner hereby authorizes
Lender to contact any third party and make any inquiry pertaining to Owner's
financial condition or the Collateral. In addition, Lender is authorized to
provide oral or written notice of its security interest in the Collateral to any
third party.

     10. COLLECTION INDEBTEDNESS FROM THIRD PARTIES. Lender shall be entitled to
notify, and upon the request of Lender, Owner shall notify any account debtor or
other third party (including, but not limited to, insurance companies) to pay
any indebtedness or obligation owing to Owner and constituting the Collateral
(cumulatively "Indebtedness") to Lender whether or not a default exists under
this Agreement. Owner shall diligently collect the Indebtedness owning to Owner
from its account debtors and other third parties until the giving of such
notification. In the event that Owner possesses or receives possession of any
instruments or other remittances with respect to the Indebtedness following the
giving of such notification or if the instruments or other remittances
constitute the prepayment of any Indebtedness or the payment of any insurance
proceeds, Owner shall hold such instruments and other remittances in trust for
Lender apart from its other property, endorse the instruments and other
remittances to Lender, and immediately provide Lender with possession of the
instruments and other remittances. Lender shall be entitled, but not required,
to collect (by legal proceedings or otherwise), extend the time for payment,
compromise, exchange or release or release any obligor or collateral upon, or
otherwise settle any of the Indebtedness whether or not an event of default
exists under this Agreement. Lender shall not be liable to Owner for any action,
error, mistake, omission or delay pertaining to the actions described in this
paragraph or any damages resulting therefrom.

     11. POWER OF ATTORNEY. Owner hereby appoints Lender as its attorney-in-fact
to endorse Owner's name on all instruments and other remittances payable to
Owner with respect to the Indebtedness or other documents pertaining to Lender's
actions in connection with the Indebtedness. In addition, Lender shall be
entitled, but not required, to perform any action or execute any document
required to be taken or executed by Owner under this Agreement. Lender's
performance of such action or execution of such documents shall not relieve
Owner from any obligation or cure any default under this Agreement. The powers
of attorney described in this paragraph are coupled with an interest and are
irrevocable.

     12. USE AND MAINTENANCE OF COLLATERAL. Owner shall use the Collateral
solely in the ordinary course of its business, for the usual purposes intended
by the manufacturer (if applicable), with due care, and in compliance with the
laws, ordinances, regulations, requirements and rules of all federal, state,
county and municipal authorities including environmental laws and regulations
and insurance policies. Owner shall not make any alterations, additions or
improvements to the Collateral without the prior written consent of Lender.
Without limiting the foregoing, all alterations, additions and improvements made
to the Collateral shall be subject to the security interest belonging to Lender,
shall not be removed without the prior written consent of Lender, and shall be
made at Owner's sole expense. Owner shall take all actions and make any repairs
or replacements needed to maintain the Collateral in good condition and working
order.

                                       2


<PAGE>


     13. LOSS OR DAMAGE. Owner shall bear the entire risk of any loss, theft,
destruction or damage (cumulatively "Loss or Damage") to all or any part of the
Collateral. In the event of any Loss or Damage, Owner will either restore the
Collateral to its previous condition, replace the Collateral with similar
property acceptable to Lender in its sole discretion, or pay or cause to be paid
to Lender the decrease in the fair market value of the affected Collateral.

     14. INSURANCE. The Collateral will be kept insured for its full value
against all hazards including loss or damage caused by fire, collision, theft or
other casualty. If the Collateral consists or a motor vehicle, Owner will obtain
comprehensive and collision coverage in amounts at least equal to the actual
cash value of the vehicle with deductibles not to exceed $500. Owner may obtain
insurance on the Collateral from such companies as are acceptable to Lender in
its sole discretion. The insurance policies shall require the insurance company
to provide Lender with at least thirty (30) days' written notice before such
policies are altered or cancelled in any manner. The insurance policies shall
name Lender as a loss payee and provide that no act or omission of Owner or any
other person shall affect the right of Lender to be paid the insurance proceeds
pertaining to the loss or damage of the Collateral. In the event Owner fails to
acquire or maintain insurance, Lender (after providing notice as may be required
by law) may in its discretion procure appropriate insurance coverage upon the
Collateral and charge the insurance cost as an advance of principal under the
promissory note. Owner shall furnish Lender with evidence of insurance
indicating the required coverage. Lender may act as attorney-in-fact for Owner
in making and settling claims under insurance policies, cancelling any policy or
endorsing Owner's name or any draft or negotiable instrument drawn by any
insurer.

     15. INDEMNIFICATION. Lender shall not assume or be responsible for the
performance of any of Owner's obligations with respect to the Collateral under
any circumstances. Owner shall immediately provide Lender with written notice of
and indemnify and hold Lender and its shareholders, directors, officers,
employees and agents harmless from all claims, damages, liabilities (including
attorneys' fees and legal expenses), causes of action, actions, suits and other
legal proceedings (cumulatively "Claims") pertaining to its business operations
or the Collateral including, but not limited to, those arising from Lender's
performance of Owner's obligations with respect to the Collateral. Owner, upon
the request of Lender, shall hire legal counsel to defend Lender from such
Claims, and pay the attorneys' fees, legal expenses and other costs incurred in
connection therewith. In the alternative, Lender shall be entitled to employ its
own legal counsel to defend such Claims at Owner's cost.

     16. TAXES AND ASSESSMENTS. Owner shall execute and file all tax returns and
pay all taxes, licenses, fees and assessments relating to its business
operations and the Collateral (including, but not limited to, income taxes,
personal property taxes, withholding taxes, sales taxes, use taxes, excise taxes
and workers' compensation premiums) in a timely manner.

     17. INSPECTION OF COLLATERAL AND BOOKS AND RECORDS. Owner shall allow
Lender or its agents to examine, inspect and make abstracts and copies of the
Collateral and Owner's books and records pertaining to Owner's business
operations and financial condition or the Collateral during normal business
hours. Owner shall provide any assistance required by Lender for these purposes.
All of the signatures and information pertaining to the Collateral or contained
in the books and records shall be genuine, true, accurate and complete in all
respects. Owner shall note the existence of Lender's security interest in its
books and records pertaining to the Collateral.

     18. DEFAULT. Owner shall be in default under this Agreement in the event
that Owner, Borrower or the guarantor:

     (a) fails to make any payment under this Agreement or any other
     indebtedness to Lender when due;

     (b) fails to perform any obligation or breaches any warranty or covenant to
     Lender contained in this Agreement or any other present or future, written
     or oral, agreement regarding this or any other indebtedness to Lender;

     (c) provides or causes any false or misleading signature or representation
     to be provided to Lender;

     (d) allows the Collateral to be destroyed, lost or stolen, damaged in any
     material respect, or subjected to seizure or confiscation;

     (e) seeks to revoke, terminate or otherwise limit its liability under any
     continuing guaranty;

     (f) permits the entry or service of any garnishment, judgment, tax levy,
     attachment or lien against Owner, any guarantor, or any of their property;

     (g) dies, becomes legally incompetent, is dissolved or terminated, ceases
     to operate its business, becomes insolvent, makes an assignment for the
     benefit of creditors, or becomes the subject of any bankruptcy, insolvency
     or debtor rehabilitation proceeding;

     (h) allows the Collateral to be used by anyone to transport or store goods,
     the possession, transportation, or use of which, is illegal; or

     (i) causes Lender to deem itself insecure for any reason.

     19. RIGHTS OF LENDER ON DEFAULT. If there is a default under this
Agreement, Lender shall be entitled to exercise one or more of the following
remedies without notice or demand (except as required by law):

     (a) to declare Guarantor's Obligations under this Guaranty immediately due
     and payable in full;

     (b) to collect the outstanding obligations under this Guaranty with or
     without resorting to judicial process;

     (c) to change Owner's mailing address, open Owner's mail, and retain any
     instruments or other remittances constituting the Collateral contained
     therein;

     (d) to take possession of any Collateral in any manner permitted by law;

     (e) to apply for and obtain, without notice and upon ex parte application,
     the appointment of a receiver for the Collateral without regard to Owner's
     financial condition or solvency, the adequacy of the Collateral to secure
     the payment or performance of the obligations, or the existence of any
     waste to the Collateral;

     (f) to require Owner to deliver and make available to Lender any Collateral
     at a place reasonably convenient to Owner and Lender;

     (g) to sell, lease or otherwise dispose of any Collateral and collect any
     deficiency balance with or without resorting to legal process (if notice to
     Borrower of the intended disposition of the Collateral is required by law,
     five (5) days notice shall constitute reasonable notification);

     (h) to set-off Owner's obligations against any amounts due to Owner
     including, but not limited to, monies, instruments, and deposit accounts
     maintained with Lender; and

     (i) to exercise all other rights available to Lender under any other
     written agreement or applicable law. Lender's rights are cumulative and may
     be exercised together, separately, and in any order. If notice to Owner of
     intended disposition of Collateral is required by law, five (5) days'
     notice shall constitute reasonable notification. In the event that Lender
     institutes an action to recover any Collateral or seeks recovery of any
     Collateral by way of a prejudgment remedy in an action against Owner, Owner
     waives the posting of any bond which might otherwise be required. Lender's
     remedies under this paragraph are in addition to those available at common
     law, such as setoff.

     20. WAIVER OF JURY TRIAL. LENDER AND OWNER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
TO ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THE
PROMISSORY NOTE, THIS AGREEMENT AND ANY OTHER AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONJUNCTION HEREWITH OR THEREWITH OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER MAKING THE LOAN EVIDENCED BY
THE PROMISSORY NOTE.

     21. APPLICATION OF PAYMENTS. Whether or not a default has occurred under
this Agreement, all payments made by or on behalf of Owner and all credits due
to Owner from the disposition of the Collateral or otherwise may be applied
against the amounts paid by Lender (including attorneys' fees and legal
expenses) in connection with the exercise of its rights or remedies described in
this Agreement and any interest thereon and then to the payment of the remaining
Obligations in whatever order Lender chooses.

     22. REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER. Owner shall reimburse
Lender for all amounts (including attorneys' fees and legal expenses) expended
by Lender in the performance of any action required to be taken by Owner or the
exercise of any right or remedy belonging to Lender under this Agreement,
together with interest thereon at the lower of the highest rate described in any
promissory note or credit agreement executed by Borrower or Owner or the highest
rate allowed by law from the date of payment until the date of reimbursement.
These sums shall be included in the definition of Obligations, shall be secured
by the Collateral identified in this Agreement and shall be payable upon demand.

     23. ASSIGNMENT. Owner shall not be entitled to assign any of its rights,
remedies or obligations described in this Agreement without the prior written
consent of Lender. Consent may be withheld by Lender in its sole discretion.
Lender shall be entitled to assign some or all of its rights and remedies
described in this Agreement without notice to or the prior consent of Owner in
any manner.


                                       3


<PAGE>


     24. MODIFICATION WAIVER. The modification or waiver of any of Owner's
Obligations or Lender's rights under this Agreement must be contained in writing
signed by Lender. Lender may perform any of Owner's Obligations or delay or fail
to exercise any of its rights without causing a waiver of those Obligations or
rights. A waiver on one occasion shall not constitute a waiver on any other
occasion. Owner's Obligations under this Agreement shall not be affected if
Lender amends, compromises, exchanges, fails to exercise, impairs or releases
any of the obligations belonging to any Owner or third party or any of its
rights against any Owner, third party or collateral.

     25. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of Owner and Lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     26. NOTICES. Any notice or other communication to be provided under this
Agreement shall be in writing and sent to the parties at the addresses described
in this Agreement or such other address as the parties may designate in writing
from time to time.

     27. SEVERABILITY. If any provision of this Agreement violates the law or is
unenforceable, the result of the Agreement shall remain valid.

     28. APPLICABLE LAW. This Agreement shall be governed by the laws of the
state identified in Lender's address. Owner consents to the jurisdiction and
venue of any court located in the state indicated in Lender's address in the
event of any legal proceeding under this Agreement.

     29. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Agreement. Owner
agrees to pay Lender's attorneys' fees and collection costs (subject to any
restrictions imposed by law).

     30. MISCELLANEOUS. This Agreement is executed for commercial purposes.
Owner shall supply information regarding Owner's business operations and
financial condition or the Collateral in the form and manner requested by
Lender. All information furnished by Owner to Lender shall be true, accurate and
complete in all respects. Owner and Lender agree that time is of the essence.
Owner waives presentment, demand for payment, notice of dishonor and protest
except as required by law. All references to Owner in this Agreement shall
include all parties signing below except Lender. If there is more than one
Owner, their obligations shall be joint and several. This Agreement shall remain
in full force and effect until Lender provides Owner with written notice of
termination. This Agreement and any related documents represent the complete and
integrated understanding between Owner and Lender pertaining to the terms and
conditions of those documents.

     31. ADDITIONAL TERMS:

     Owner acknowledges that Owner has read, understands, and agrees to the
terms and conditions of this Agreement.

DATED:  DECEMBER 19, 1997

OWNER:  UNITED TRUCK & BODY CORPORATION           OWNER:

By:/S/ DONALD ENGEL                               BY:
   ------------------                                --------------------------
   DONALD ENGEL

Title:   C.E.O., CHAIRMAN                         Title:
      -------------------                              ------------------------
LENDER:     OCEAN BANK                            OWNER:

By:/S/ ROBERT TRUJILLO                            BY:
   -----------------------                           --------------------------
   ROBERT TRUJILLO                                Title:
Title:   VICE PRESIDENT
      ---------------------                             -----------------------


                                       4

<PAGE>


                                   SCHEDULE A

                                   SCHEDULE B

                                   SCHEDULE C

                                   SCHEDULE D


                                       5

<PAGE>

                                   COMMERCIAL
                                    SECURITY
                                   AGREEMENT

                               OWNER OF COLLATERAL
            OB                                                    
         OCEAN BANK                                               
     780 N.W. 42nd Avenue      HI-RISE RECYCLING SYSTEMS, INC.    
     Miami, Florida 33126      16255 8505 NW 74th Street
       (305) 442-2660            Miami, FL 3310466
         "LENDER"

                                TELEPHONE NUMBER
                                305-624-9222

      BORROWER                                    LOCATION OF COLLATERAL

HI-RISE RECYCLING SYSTEMS, INC.                     OCEAN BANK
AND HESCO SALES, INC.                               780 NW 42 Avenue
16255 NW 54TH AVENUE                                Miami, FL  33126
MIAMI, FL  33014

TELEPHONE NUMBER                                   TELEPHONE NUMBER


     1. SECURITY INTEREST. Owner of Collateral ("Owner") grants to Lender
identified above a continuing security interest in the Collateral described
below to secure the obligations described in this Agreement.

     2. OBLIGATIONS. The Collateral shall secure the payment and performance of
all of Borrower's and Owner's present and future, joint and/or several, direct
and indirect, absolute and contingent, express and implied, indebtedness,
(including costs of collection, legal expenses and attorneys' fees incurred by
Lender upon the occurrence of a default under this Agreement, in collecting or
enforcing payment of such indebtedness, or preserving, protecting or realizing
on the Collateral herein) liabilities, obligations and covenants (cumulatively
"Obligations") to Lender pursuant to:

     (a) this Agreement and the following promissory notes and agreements:

<TABLE>
<CAPTION>

    INTEREST         PRINCIPAL AMOUNT/           FUNDING/               MATURITY              CUSTOMER                LOAN
      RATE             CREDIT LIMIT           AGREEMENT DATE              DATE                 NUMBER                NUMBER
<S>                    <C>                    <C>                      <C>                     <C>                <C>
    VARIABLE           $3,000,000.00             12/19/97               04/19/06                                  100937428-64
</TABLE>


     (b) all other present or future, written, agreements between Borrower or
     Owner and Lender (whether executed for the same or different purposes than
     the preceding documents);

     (c) all amendments, modifications, replacements or substitutions to any of
     the foregoing; and

     (d) applicable law.

     3. COLLATERAL. The Collateral shall consist of all of the
following-described property and Owner's rights, title and interest in such
property whether now owned or hereafter acquired by Owner and wheresoever
located:

[ ]      All accounts and contract rights including, but not limited to, the
         accounts and contract rights described on Schedule A attached hereto
         and incorporated herein by this reference;

[ ]      All chattel paper including, but not limited to, the chattel paper
         described on Schedule A attached hereto and incorporated herein by this
         reference;

[ ]      All documents including, but not limited to, the documents described on
         Schedule A attached hereto and incorporated herein by this reference;

[ ]      All equipment, including, but not limited to, the equipment described
         on Schedule A attached hereto and incorporated herein by this
         reference;

[ ]      All fixtures, including, but not limited to, the fixtures located or to
         be located on the real property described on Schedule B attached hereto
         and incorporated herein by this reference;

[ ]      All general intangibles including, but not limited to, the general
         intangibles described on Schedule A attached hereto and incorporated
         herein by this reference;

[ ]      All instruments including, but not limited to, the instruments
         described on Schedule A attached hereto and incorporated herein by this
         reference;

[ ]      All inventory including, but not limited to, the inventory described
         and located at the locations indicated on Schedule A attached hereto
         and incorporated herein by this reference;

[ ]      All minerals or the like located on or related to the real property
         described on Schedule B attached hereto and incorporated herein by this
         reference;

[ ]      All standing timber located on the real property described on Schedule
         B attached hereto and incorporated herein by this reference;

[X]      Other: SEE SCHEDULE "A" FOR LISTING OF COLLATERAL

All monies, instruments, and savings, checking or other deposit accounts that
are now or in the future in Lender's custody or control (excluding IRA, Keogh,
trust accounts, and deposits subject to tax penalties if so assigned);

All accessions, accessories, additions, amendments, attachments, modifications,
replacements and substitutions to any of the above;

All proceeds and products of any of the above;

All policies of insurance pertaining to any of the above as well as any proceeds
and unearned premiums pertaining to such policies; and

All books and records pertaining to any of the above.

     4. OWNER'S TAXPAYER IDENTIFICATION. Owner's social security number or
federal taxpayer identification number is: 65-0222933.

     5.RESIDENCY/LEGAL STATUS. Owner is a resident of the state of: N/A
 
Owner is a: [X] Corporation; [ ] Partnership; [ ] Non-Profit Association; duly
organized, validly existing and in good standing under the laws of the State of
Florida.

     6. REPRESENTATIONS, WARRANTIES AND COVENANTS: Owner represents, warrants
and covenants to Lender that:

     (a) Owner is and shall remain the sole owner of the Collateral;

     (b) Neither Owner nor, to the best of Owner's knowledge, any other party
     has used, generated, released, discharged, stored, or disposed of any
     hazardous waste, toxic substance, or related material (cumulatively
     "Hazardous Materials") or transported any 


<PAGE>


     Hazardous Materials. Owner shall not commit or permit such actions to be
     taken in the future. The term "Hazardous Materials" shall mean any
     substance, material, or waste which is or becomes regulated by any
     governmental authority including, but not limited to, (i) petroleum; (ii)
     asbestos; (iii) polychlorinated biphenyls; (iv) those substances, materials
     or wastes designated as a "hazardous substance" pursuant to Section 311 of
     the Clean Water Act or listed pursuant to Section 307 of the Clean Water
     Act or any amendments or replacements to these statutes; (v) those
     substances, materials or wastes defined as a "hazardous waste" pursuant to
     Section 1004 of the Resource Conservation and Recovery Act or any
     amendments or replacements to that statute; or (vi) those substances,
     materials or wastes defined as a "hazardous substance" pursuant to Section
     101 of the Comprehensive Environmental Response, Compensation and Liability
     Act, or any amendments or replacements to that statute;

     (c) Owner's chief executive office, chief place of business, office where
     its business records are located, or residence is the address identified
     above. Owner's other executive offices, places of business, locations of
     its business records, or domiciles are described on Schedule C attached
     hereto and incorporated herein by this reference. Owner shall immediately
     advise Lender in writing of any change in or addition to the foregoing
     addresses;

     (d) Owner shall not become a party to any restructuring of its form of
     business or participate in any consolidation, merger, liquidation or
     dissolution without providing Lender with thirty (30) or more days' prior
     written notice of such change;

     (e) Owner shall notify Lender of the nature of any intended change of
     Owner's name, or the use of any trade name, and the effective date of such
     change;

     (f) The Collateral is and shall at all times remain free of all tax and
     other liens, security interests, encumbrances and claims of any kind except
     for those belonging to Lender and those described on Schedule D attached
     hereto and incorporated herein by this reference. Without waiving the event
     of default as a result thereof, Owner shall take any action and execute any
     document needed to discharge the foregoing liens, security interests,
     encumbrances and claims;

     (g) Owner shall defend the Collateral against all claims and demands of all
     persons at any time claiming any interest therein;

     (h) All of the goods, fixtures, minerals or the like, and standing timber
     constituting the Collateral is and shall be located at Owner's executive
     offices, places of business, residence and domiciles specifically described
     in this Agreement. Owner shall not change the location of any Collateral
     without the prior written consent of Lender;

     (i) Owner shall provide Lender with possession of all chattel paper and
     instruments constituting the Collateral, and Owner shall promptly mark all
     chattel paper, instruments, and documents constituting the Collateral to
     show that the same are subject to Lender's security interest;

     (j) All of Owner's accounts or contract rights; chattel paper; documents;
     general intangibles; instruments; and federal, state, county, and municipal
     government and other permits, licenses, trusts, liens, contracts, leases,
     and agreements constituting the Collateral are and shall be valid, genuine
     and legally enforceable obligations and rights belonging to Owner against
     one or more third parties and not subject to any claim, defense, set-off or
     counterclaim of any kind;

     (k) Owner shall not amend, modify, replace, or substitute any account or
     contract right; chattel paper; document; general intangible; or instrument
     constituting the Collateral without the prior written consent of Lender;

     (l) Owner has the right and is duly authorized to enter into and perform
     its obligations under this Agreement. Owner's execution and performance of
     these obligations do not and shall not conflict with the provisions of any
     statute, regulation, ordinance, rule of law, contract or other agreement
     which may now or hereafter be binding on Owner;

     (m) No action or proceeding is pending against Owner which might result in
     any material or adverse change in its business operations or financial
     condition or materially affect the Collateral;

     (n) Owner has not violated and shall not violate any applicable federal,
     state, county or municipal statute, regulation or ordinance (including but
     not limited to those governing Hazardous Materials) which may materially
     and adversely affect its business operations or financial condition or the
     Collateral;

     (o) Owner shall, upon Lender's request, deposit all proceeds of the
     Collateral into an account or accounts maintained by Owner or Lender at
     Lender's institution; and

     (p) This Agreement and the obligations described in this Agreement are
     executed and incurred for business and not consumer purposes.

     7. SALE OF COLLATERAL. Owner shall not assign, convey, lease, sell or
transfer any of the Collateral to any third party without the prior written
consent of Lender except for sales of inventory to buyers in the ordinary course
of business.

      8. FINANCING STATEMENTS AND OTHER DOCUMENTS. Owner shall take all actions
and execute all documents required by Lender to attach, perfect and maintain
Lender's security interest in the Collateral and establish and maintain Lender's
right to receive the payment of the proceeds of the Collateral including, but
not limited to, executing and financing statements, fixture filings,
continuation statements, notices of security interest and other documents
required by the Uniform Commercial Code and other applicable law. Owner shall
pay the costs of filing such documents in all offices wherever filing or
recording is deemed by Lender to be necessary or desirable. In lieu of filing
security agreements, financing statements, and effective financing statements,
Lender shall be entitled to perfect its security interest in the Collateral by
filing carbon, photographic or other reproductions of the aforementioned
documents with any authority required by the Uniform Commercial Code or other
applicable law. Lender may execute and file any financing statements, as well as
extensions, renewals and amendments of financing statements in such form as
Lender may require to perfect and maintain perfection of any security interest
granted in this Agreement.

      9. INQUIRIES AND NOTIFICATION TO THIRD PARTIES. Owner hereby authorizes
Lender to contact any third party and make any inquiry pertaining to Owner's
financial condition or the Collateral. In addition, Lender is authorized to
provide oral or written notice of its security interest in the Collateral to any
third party.

      10. COLLECTION INDEBTEDNESS FROM THIRD PARTIES. Lender shall be
entitled to notify, and upon the request of Lender, Owner shall notify any
account debtor or other third party (including, but not limited to, insurance
companies) to pay any indebtedness or obligation owing to Owner and constituting
the Collateral (cumulatively "Indebtedness") to Lender whether or not a default
exists under this Agreement. Owner shall diligently collect the Indebtedness
owning to Owner from its account debtors and other third parties until the
giving of such notification. In the event that Owner possesses or receives
possession of any instruments or other remittances with respect to the
Indebtedness following the giving of such notification or if the instruments or
other remittances constitute the prepayment of any Indebtedness or the payment
of any insurance proceeds, Owner shall hold such instruments and other
remittances in trust for Lender apart from its other property, endorse the
instruments and other remittances to Lender, and immediately provide Lender with
possession of the instruments and other remittances. Lender shall be entitled,
but not required, to collect (by legal proceedings or otherwise), extend the
time for payment, compromise, exchange or release or release any obligor or
collateral upon, or otherwise settle any of the Indebtedness whether or not an
event of default exists under this Agreement. Lender shall not be liable to
Owner for any action, error, mistake, omission or delay pertaining to the
actions described in this paragraph or any damages resulting therefrom.

      11.  POWER OF ATTORNEY. Owner hereby appoints Lender as its
attorney-in-fact to endorse Owner's name on all instruments and other
remittances payable to Owner with respect to the Indebtedness or other documents
pertaining to Lender's actions in connection with the Indebtedness. In addition,
Lender shall be entitled, but not required, to perform any action or execute any
document required to be taken or executed by Owner under this Agreement.
Lender's performance of such action or execution of such documents shall not
relieve Owner from any obligation or cure any default under this Agreement. The
powers of attorney described in this paragraph are coupled with an interest and
are irrevocable.

      12.  USE AND MAINTENANCE OF COLLATERAL. Owner shall use the
Collateral solely in the ordinary course of its business, for the usual purposes
intended by the manufacturer (if applicable), with due care, and in compliance
with the laws, ordinances, regulations, requirements and rules of all federal,
state, county and municipal authorities including environmental laws and
regulations and insurance policies. Owner shall not make any alterations,
additions or improvements to the Collateral without the prior written consent of
Lender. Without limiting the foregoing, all alterations, additions and
improvements made to the Collateral shall be subject to the security interest
belonging to Lender, shall not be removed without the prior written consent of
Lender, and shall be made at Owner's sole expense. Owner shall take all actions
and make any repairs or replacements needed to maintain the Collateral in good
condition and working order.


                                       2

<PAGE>


      13.  LOSS OR DAMAGE. Owner shall bear the entire risk of any
loss, theft, destruction or damage (cumulatively "Loss or Damage") to all or any
part of the Collateral. In the event of any Loss or Damage, Owner will either
restore the Collateral to its previous condition, replace the Collateral with
similar property acceptable to Lender in its sole discretion, or pay or cause to
be paid to Lender the decrease in the fair market value of the affected
Collateral.

      14. INSURANCE. The Collateral will be kept insured for its full
value against all hazards including loss or damage caused by fire, collision,
theft or other casualty. If the Collateral consists or a motor vehicle, Owner
will obtain comprehensive and collision coverage in amounts at least equal to
the actual cash value of the vehicle with deductibles not to exceed $500. Owner
may obtain insurance on the Collateral from such companies as are acceptable to
Lender in its sole discretion. The insurance policies shall require the
insurance company to provide Lender with at least thirty (30) days' written
notice before such policies are altered or cancelled in any manner. The
insurance policies shall name Lender as a loss payee and provide that no act or
omission of Owner or any other person shall affect the right of Lender to be
paid the insurance proceeds pertaining to the loss or damage of the Collateral.
In the event Owner fails to acquire or maintain insurance, Lender (after
providing notice as may be required by law) may in its discretion procure
appropriate insurance coverage upon the Collateral and charge the insurance cost
as an advance of principal under the promissory note. Owner shall furnish Lender
with evidence of insurance indicating the required coverage. Lender may act as
attorney-in-fact for Owner in making and settling claims under insurance
policies, cancelling any policy or endorsing Owner's name or any draft or
negotiable instrument drawn by any insurer.

      15.  INDEMNIFICATION. Lender shall not assume or be responsible
for the performance of any of Owner's obligations with respect to the Collateral
under any circumstances. Owner shall immediately provide Lender with written
notice of and indemnify and hold Lender and its shareholders, directors,
officers, employees and agents harmless from all claims, damages, liabilities
(including attorneys' fees and legal expenses), causes of action, actions, suits
and other legal proceedings (cumulatively "Claims") pertaining to its business
operations or the Collateral including, but not limited to, those arising from
Lender's performance of Owner's obligations with respect to the Collateral.
Owner, upon the request of Lender, shall hire legal counsel to defend Lender
from such Claims, and pay the attorneys' fees, legal expenses and other costs
incurred in connection therewith. In the alternative, Lender shall be entitled
to employ its own legal counsel to defend such Claims at Owner's cost.

     16. TAXES AND ASSESSMENTS. Owner shall execute and file all tax
returns and pay all taxes, licenses, fees and assessments relating to its
business operations and the Collateral (including, but not limited to, income
taxes, personal property taxes, withholding taxes, sales taxes, use taxes,
excise taxes and workers' compensation premiums) in a timely manner.

     17.  INSPECTION OF COLLATERAL AND BOOKS AND RECORDS. Owner shall
allow Lender or its agents to examine, inspect and make abstracts and copies of
the Collateral and Owner's books and records pertaining to Owner's business
operations and financial condition or the Collateral during normal business
hours. Owner shall provide any assistance required by Lender for these purposes.
All of the signatures and information pertaining to the Collateral or contained
in the books and records shall be genuine, true, accurate and complete in all
respects. Owner shall note the existence of Lender's security interest in its
books and records pertaining to the Collateral.

     18. DEFAULT. Owner shall be in default under this Agreement in the event
that Owner, Borrower or the guarantor:

     (a) fails to make any payment under this Agreement or any other
     indebtedness to Lender when due;

     (b) fails to perform any obligation or breaches any warranty or covenant to
     Lender contained in this Agreement or any other present or future, written
     or oral, agreement regarding this or any other indebtedness to Lender;
         
     (c) provides or causes any false or misleading signature or representation
     to be provided to Lender;
         
     (d) allows the Collateral to be destroyed, lost or stolen, damaged in any
     material respect, or subjected to seizure or confiscation;

     (e) seeks to revoke, terminate or otherwise limit its liability under any
     continuing guaranty;

     (f) permits the entry or service of any garnishment, judgment, tax levy,
     attachment or lien against Owner, any guarantor, or any of their property;

     (g) dies, becomes legally incompetent, is dissolved or terminated, ceases
     to operate its business, becomes insolvent, makes an assignment for the
     benefit of creditors, or becomes the subject of any bankruptcy, insolvency
     or debtor rehabilitation proceeding;

     (h) allows the Collateral to be used by anyone to transport or store goods,
     the possession, transportation, or use of which, is illegal; or

     (i) causes Lender to deem itself insecure for any reason.

      19. RIGHTS OF LENDER ON DEFAULT. If there is a default under
this Agreement, Lender shall be entitled to exercise one or more of the
following remedies without notice or demand (except as required by law):

     (a) to declare Guarantor's Obligations under this Guaranty immediately due
     and payable in full;

     (b) to collect the outstanding obligations under this Guaranty with or
     without resorting to judicial process;

     (c) to change Owner's mailing address, open Owner's mail, and retain any
     instruments or other remittances constituting the Collateral contained
     therein;

     (d) to take possession of any Collateral in any manner permitted by law;

     (e) to apply for and obtain, without notice and upon ex parte application,
     the appointment of a receiver for the Collateral without regard to Owner's
     financial condition or solvency, the adequacy of the Collateral to secure
     the payment or performance of the obligations, or the existence of any
     waste to the Collateral;

     (f) to require Owner to deliver and make available to Lender any Collateral
     at a place reasonably convenient to Owner and Lender;

     (g) to sell, lease or otherwise dispose of any Collateral and collect any
     deficiency balance with or without resorting to legal process (if notice to
     Borrower of the intended disposition of the Collateral is required by law,
     five (5) days notice shall constitute reasonable notification);

     (h) to set-off Owner's obligations against any amounts due to Owner
     including, but not limited to, monies, instruments, and deposit accounts
     maintained with Lender; and

     (i) to exercise all other rights available to Lender under any other
     written agreement or applicable law. Lender's rights are cumulative and may
     be exercised together, separately, and in any order. If notice to Owner of
     intended disposition of Collateral is required by law, five (5) days'
     notice shall constitute reasonable notification. In the event that Lender
     institutes an action to recover any Collateral or seeks recovery of any
     Collateral by way of a prejudgment remedy in an action against Owner, Owner
     waives the posting of any bond which might otherwise be required. Lender's
     remedies under this paragraph are in addition to those available at common
     law, such as setoff.

     20. WAIVER OF JURY TRIAL. LENDER AND OWNER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
TO ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THE
PROMISSORY NOTE, THIS AGREEMENT AND ANY OTHER AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONJUNCTION HEREWITH OR THEREWITH OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER MAKING THE LOAN EVIDENCED BY
THE PROMISSORY NOTE.

     21. APPLICATION OF PAYMENTS. Whether or not a default has occurred under
this Agreement, all payments made by or on behalf of Owner and all credits due
to Owner from the disposition of the Collateral or otherwise may be applied
against the amounts paid by Lender (including attorneys' fees and legal
expenses) in connection with the exercise of its rights or remedies described in
this Agreement and any interest thereon and then to the payment of the remaining
Obligations in whatever order Lender chooses.

     22. REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER. Owner shall reimburse
Lender for all amounts (including attorneys' fees and legal expenses) expended
by Lender in the performance of any action required to be taken by Owner or the
exercise of any right or remedy belonging to Lender under this Agreement,
together with interest thereon at the lower of the highest rate described in any
promissory note or credit agreement executed by Borrower or Owner or the highest
rate allowed by law from the date of payment until the date of reimbursement.
These sums shall be included in the definition of Obligations, shall be secured
by the Collateral identified in this Agreement and shall be payable upon demand.


                                       3

<PAGE>


     23. ASSIGNMENT. Owner shall not be entitled to assign any of its rights,
remedies or obligations described in this Agreement without the prior written
consent of Lender. Consent may be withheld by Lender in its sole discretion.
Lender shall be entitled to assign some or all of its rights and remedies
described in this Agreement without notice to or the prior consent of Owner in
any manner.

     24. MODIFICATION WAIVER. The modification or waiver of any of Owner's
Obligations or Lender's rights under this Agreement must be contained in writing
signed by Lender. Lender may perform any of Owner's Obligations or delay or fail
to exercise any of its rights without causing a waiver of those Obligations or
rights. A waiver on one occasion shall not constitute a waiver on any other
occasion. Owner's Obligations under this Agreement shall not be affected if
Lender amends, compromises, exchanges, fails to exercise, impairs or releases
any of the obligations belonging to any Owner or third party or any of its
rights against any Owner, third party or collateral.

     25. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of Owner and Lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     26. NOTICES. Any notice or other communication to be provided under this
Agreement shall be in writing and sent to the parties at the addresses described
in this Agreement or such other address as the parties may designate in writing
from time to time.

     27. SEVERABILITY. If any provision of this Agreement violates the law or is
unenforceable, the result of the Agreement shall remain valid.

     28. APPLICABLE LAW. This Agreement shall be governed by the laws of the
state identified in Lender's address. Owner consents to the jurisdiction and
venue of any court located in the state indicated in Lender's address in the
event of any legal proceeding under this Agreement.

     29. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Agreement. Owner
agrees to pay Lender's attorneys' fees and collection costs (subject to any
restrictions imposed by law).

     30. MISCELLANEOUS. This Agreement is executed for commercial purposes.
Owner shall supply information regarding Owner's business operations and
financial condition or the Collateral in the form and manner requested by
Lender. All information furnished by Owner to Lender shall be true, accurate and
complete in all respects. Owner and Lender agree that time is of the essence.
Owner waives presentment, demand for payment, notice of dishonor and protest
except as required by law. All references to Owner in this Agreement shall
include all parties signing below except Lender. If there is more than one
Owner, their obligations shall be joint and several. This Agreement shall remain
in full force and effect until Lender provides Owner with written notice of
termination. This Agreement and any related documents represent the complete and
integrated understanding between Owner and Lender pertaining to the terms and
conditions of those documents.

     31. ADDITIONAL TERMS:

     Owner acknowledges that Owner has read, understands, and agrees to the
terms and conditions of this Agreement.

DATED:  DECEMBER 19, 1997

OWNER:  HI-RISE RECYCLING SYSTEMS, INC.              OWNER:

By:/S/ DONALD ENGEL                                  BY:/S/ BRADLEY ALAN HACKER
   ----------------------                              ------------------------
         DONALD ENGEL                                  Bradley Alan Hacker
Title:   C.E.O., CHAIRMAN                           Title: AUTH. SIGNER
      -------------------                                ----------------------
LENDER:     OCEAN BANK                              OWNER:

By:/S/ ROBERT TRUJILLO                              BY:
   ----------------------                              ------------------------
         ROBERT TRUJILLO
Title:   VICE PRESIDENT                             Title:
     ---------------------                                ---------------------


                                       4

<PAGE>


                                   SCHEDULE A


                                       5

<PAGE>
                                   COMMERCIAL
                                    SECURITY
                                   AGREEMENT

                       OWNER OF COLLATERAL
            OB                                       
         OCEAN BANK                                  
     780 N.W. 42nd Avenue        HESCO SALES, INC.   
     Miami, Florida 33126       8505 NW 74th Street
       (305) 442-2660            Miami, FL 33166
         "LENDER"

                                TELEPHONE NUMBER

      BORROWER                                    LOCATION OF COLLATERAL

HI-RISE RECYCLING SYSTEMS, INC.                       HESCO SALES, INC.
AND HESCO SALES, INC.                                8505 NW 74th STREET
16255 NW 54TH AVENUE                                    Miami, FL 33166
MIAMI, FL  33014

TELEPHONE NUMBER                                        TELEPHONE NUMBER

     1.SECURITY INTEREST. Owner of Collateral ("Owner") grants to Lender
identified above a continuing security interest in the Collateral described
below to secure the obligations described in this Agreement.

     2.OBLIGATIONS. The Collateral shall secure the payment and performance of
all of Borrower's and Owner's present and future, joint and/or several, direct
and indirect, absolute and contingent, express and implied, indebtedness,
(including costs of collection, legal expenses and attorneys' fees incurred by
Lender upon the occurrence of a default under this Agreement, in collecting or
enforcing payment of such indebtedness, or preserving, protecting or realizing
on the Collateral herein) liabilities, obligations and covenants (cumulatively
"Obligations") to Lender pursuant to:

      (a) this Agreement and the following promissory notes and agreements:
<TABLE>
<CAPTION>

    INTEREST         PRINCIPAL AMOUNT/           FUNDING/               MATURITY              CUSTOMER                LOAN
      RATE             CREDIT LIMIT           AGREEMENT DATE              DATE                 NUMBER                NUMBER

<S>                  <C>                      <C>                       <C>                   <C>                 <C>
    VARIABLE           $3,000,000.00             12/19/97               04/19/06                                  100937428-64
</TABLE>

      (b) all other present or future, written, agreements between Borrower or
Owner and Lender (whether executed for the same or different purposes than the
preceding documents);

      (c) all amendments, modifications, replacements or substitutions to any of
the foregoing; and

      (d) applicable law.

      3.COLLATERAL. The Collateral shall consist of all of the
following-described property and Owner's rights, title and interest in such
property whether now owned or hereafter acquired by Owner and wheresoever
located:

[ ]  All accounts and contract rights including, but not limited to, the
     accounts and contract rights described on Schedule A attached hereto and
     incorporated herein by this reference;

[ ]  All chattel paper including, but not limited to, the chattel paper
     described on Schedule A attached hereto and incorporated herein by this
     reference;

[ ]  All documents including, but not limited to, the documents described on
     Schedule A attached hereto and incorporated herein by this reference;

[ ]  All equipment, including, but not limited to, the equipment described on
     Schedule A attached hereto and incorporated herein by this reference;

[ ]  All fixtures, including, but not limited to, the fixtures located or to be
     located on the real property described on Schedule B attached hereto and
     incorporated herein by this reference;

[ ]  All general intangibles including, but not limited to, the general
     intangibles described on Schedule A attached hereto and incorporated herein
     by this reference; All instruments including, but not limited to, the
     instruments described on Schedule A attached hereto and incorporated herein
     by this reference;

[ ]  All inventory including, but not limited to, the inventory described and
     located at the locations indicated on Schedule A attached hereto and
     incorporated herein by this reference;

[ ]  All minerals or the like located on or related to the real property
     described on Schedule B attached hereto and incorporated herein by this
     reference;

[ ]  All standing timber located on the real property described on Schedule B
     attached hereto and incorporated herein by this reference;

[X]  Other: SEE EXHIBIT "A"

All monies, instruments, and savings, checking or other deposit accounts that
are now or in the future in Lender's custody or control (excluding IRA, Keogh,
trust accounts, and deposits subject to tax penalties if so assigned); All
accessions, accessories, additions, amendments, attachments, modifications,
replacements and substitutions to any of the above; All proceeds and products of
any of the above; All policies of insurance pertaining to any of the above as
well as any proceeds and unearned premiums pertaining to such policies; and All
books and records pertaining to any of the above.

     4.OWNER'S TAXPAYER IDENTIFICATION. Owner's social security number or
federal taxpayer identification number is: 65-0222933.

     5.RESIDENCY/LEGAL STATUS. Owner is a resident of the state of: N/A 

Owner is a: [X]Corporation; [ ]Partnership;[ ] Non-Profit Association; duly
organized, validly existing and in good standing under the laws of the State of
Florida.

     6.REPRESENTATIONS, WARRANTIES AND COVENANTS: Owner represents, warrants and
covenants to Lender that:

          (a)  Owner is and shall remain the sole owner of the Collateral;

          (b)  Neither Owner nor, to the best of Owner's knowledge, any other
               party has used, generated, released, discharged, stored, or
               disposed of any hazardous waste, toxic substance, or related
               material (cumulatively "Hazardous Materials") or transported any

<PAGE>


               Hazardous Materials. Owner shall not commit or permit such
               actions to be taken in the future. The term "Hazardous Materials"
               shall mean any substance, material, or waste which is or becomes
               regulated by any governmental authority including, but not
               limited to, (i) petroleum; (ii) asbestos; (iii) polychlorinated
               biphenyls; (iv) those substances, materials or wastes designated
               as a "hazardous substance" pursuant to Section 311 of the Clean
               Water Act or listed pursuant to Section 307 of the Clean Water
               Act or any amendments or replacements to these statutes; (v)
               those substances, materials or wastes defined as a "hazardous
               waste" pursuant to Section 1004 of the Resource Conservation and
               Recovery Act or any amendments or replacements to that statute;
               or (vi) those substances, materials or wastes defined as a
               "hazardous substance" pursuant to Section 101 of the
               Comprehensive Environmental Response, Compensation and Liability
               Act, or any amendments or replacements to that statute;
          (c)  Owner's chief executive office, chief place of business, office
               where its business records are located, or residence is the
               address identified above. Owner's other executive offices, places
               of business, locations of its business records, or domiciles are
               described on Schedule C attached hereto and incorporated herein
               by this reference. Owner shall immediately advise Lender in
               writing of any change in or addition to the foregoing addresses;
          (d)  Owner shall not become a party to any restructuring of its form
               of business or participate in any consolidation, merger,
               liquidation or dissolution without providing Lender with thirty
               (30) or more days' prior written notice of such change;
          (e)  Owner shall notify Lender of the nature of any intended change of
               Owner's name, or the use of any trade name, and the effective
               date of such change;
          (f)  The Collateral is and shall at all times remain free of all tax
               and other liens, security interests, encumbrances and claims of
               any kind except for those belonging to Lender and those described
               on Schedule D attached hereto and incorporated herein by this
               reference. Without waiving the event of default as a result
               thereof, Owner shall take any action and execute any document
               needed to discharge the foregoing liens, security interests,
               encumbrances and claims;
          (g)  Owner shall defend the Collateral against all claims and demands
               of all persons at any time claiming any interest therein;
          (h)  All of the goods, fixtures, minerals or the like, and standing
               timber constituting the Collateral is and shall be located at
               Owner's executive offices, places of business, residence and
               domiciles specifically described in this Agreement. Owner shall
               not change the location of any Collateral without the prior
               written consent of Lender;
          (i)  Owner shall provide Lender with possession of all chattel paper
               and instruments constituting the Collateral, and Owner shall
               promptly mark all chattel paper, instruments, and documents
               constituting the Collateral to show that the same are subject to
               Lender's security interest;
          (j)  All of Owner's accounts or contract rights; chattel paper;
               documents; general intangibles; instruments; and federal, state,
               county, and municipal government and other permits, licenses,
               trusts, liens, contracts, leases, and agreements constituting the
               Collateral are and shall be valid, genuine and legally
               enforceable obligations and rights belonging to Owner against one
               or more third parties and not subject to any claim, defense,
               set-off or counterclaim of any kind;
          (k)  Owner shall not amend, modify, replace, or substitute any account
               or contract right; chattel paper; document; general intangible;
               or instrument constituting the Collateral without the prior
               written consent of Lender;
          (l)  Owner has the right and is duly authorized to enter into and
               perform its obligations under this Agreement. Owner's execution
               and performance of these obligations do not and shall not
               conflict with the provisions of any statute, regulation,
               ordinance, rule of law, contract or other agreement which may now
               or hereafter be binding on Owner;
          (m)  No action or proceeding is pending against Owner which might
               result in any material or adverse change in its business
               operations or financial condition or materially affect the
               Collateral;
          (n)  Owner has not violated and shall not violate any applicable
               federal, state, county or municipal statute, regulation or
               ordinance (including but not limited to those governing Hazardous
               Materials) which may materially and adversely affect its business
               operations or financial condition or the Collateral;
          (o)  Owner shall, upon Lender's request, deposit all proceeds of the
               Collateral into an account or accounts maintained by Owner or
               Lender at Lender's institution; and
          (p)  This Agreement and the obligations described in this Agreement
               are executed and incurred for business and not consumer purposes.

     7.SALE OF COLLATERAL. Owner shall not assign, convey, lease, sell or
transfer any of the Collateral to any third party without the prior written
consent of Lender except for sales of inventory to buyers in the ordinary course
of business.

     8.FINANCING STATEMENTS AND OTHER DOCUMENTS. Owner shall take all actions
and execute all documents required by Lender to attach, perfect and maintain
Lender's security interest in the Collateral and establish and maintain Lender's
right to receive the payment of the proceeds of the Collateral including, but
not limited to, executing and financing statements, fixture filings,
continuation statements, notices of security interest and other documents
required by the Uniform Commercial Code and other applicable law. Owner shall
pay the costs of filing such documents in all offices wherever filing or
recording is deemed by Lender to be necessary or desirable. In lieu of filing
security agreements, financing statements, and effective financing statements,
Lender shall be entitled to perfect its security interest in the Collateral by
filing carbon, photographic or other reproductions of the aforementioned
documents with any authority required by the Uniform Commercial Code or other
applicable law. Lender may execute and file any financing statements, as well as
extensions, renewals and amendments of financing statements in such form as
Lender may require to perfect and maintain perfection of any security interest
granted in this Agreement.

     9.INQUIRIES AND NOTIFICATION TO THIRD PARTIES. Owner hereby authorizes
Lender to contact any third party and make any inquiry pertaining to Owner's
financial condition or the Collateral. In addition, Lender is authorized to
provide oral or written notice of its security interest in the Collateral to any
third party.

     10. COLLECTION INDEBTEDNESS FROM THIRD PARTIES. Lender shall be entitled to
notify, and upon the request of Lender, Owner shall notify any account debtor or
other third party (including, but not limited to, insurance companies) to pay
any indebtedness or obligation owing to Owner and constituting the Collateral
(cumulatively "Indebtedness") to Lender whether or not a default exists under
this Agreement. Owner shall diligently collect the Indebtedness owning to Owner
from its account debtors and other third parties until the giving of such
notification. In the event that Owner possesses or receives possession of any
instruments or other remittances with respect to the Indebtedness following the
giving of such notification or if the instruments or other remittances
constitute the prepayment of any Indebtedness or the payment of any insurance
proceeds, Owner shall hold such instruments and other remittances in trust for
Lender apart from its other property, endorse the instruments and other
remittances to Lender, and immediately provide Lender with possession of the
instruments and other remittances. Lender shall be entitled, but not required,
to collect (by legal proceedings or otherwise), extend the time for payment,
compromise, exchange or release or release any obligor or collateral upon, or
otherwise settle any of the Indebtedness whether or not an event of default
exists under this Agreement. Lender shall not be liable to Owner for any action,
error, mistake, omission or delay pertaining to the actions described in this
paragraph or any damages resulting therefrom.

     11. POWER OF ATTORNEY. Owner hereby appoints Lender as its attorney-in-fact
to endorse Owner's name on all instruments and other remittances payable to
Owner with respect to the Indebtedness or other documents pertaining to Lender's
actions in connection with the Indebtedness. In addition, Lender shall be
entitled, but not required, to perform any action or execute any document
required to be taken or executed by Owner under this Agreement. Lender's
performance of such action or execution of such documents shall not relieve
Owner from any obligation or cure any default under this Agreement. The powers
of attorney described in this paragraph are coupled with an interest and are
irrevocable.

     12. USE AND MAINTENANCE OF COLLATERAL. Owner shall use the Collateral
solely in the ordinary course of its business, for the usual purposes intended
by the manufacturer (if applicable), with due care, and in compliance with the
laws, ordinances, regulations, requirements and rules of all federal, state,
county and municipal authorities including environmental laws and regulations
and insurance policies. Owner shall not make any alterations, additions or
improvements to the Collateral without the prior written consent of Lender.
Without limiting the foregoing, all alterations, additions and improvements made
to the Collateral shall be subject to the security interest belonging to Lender,
shall not be removed without the prior written consent of Lender, and shall be
made at Owner's sole expense. Owner shall take all actions and make any repairs
or replacements needed to maintain the Collateral in good condition and working
order.

                                       2

<PAGE>


     13. LOSS OR DAMAGE. Owner shall bear the entire risk of any loss, theft,
destruction or damage (cumulatively "Loss or Damage") to all or any part of the
Collateral. In the event of any Loss or Damage, Owner will either restore the
Collateral to its previous condition, replace the Collateral with similar
property acceptable to Lender in its sole discretion, or pay or cause to be paid
to Lender the decrease in the fair market value of the affected Collateral.

     14. INSURANCE. The Collateral will be kept insured for its full value
against all hazards including loss or damage caused by fire, collision, theft or
other casualty. If the Collateral consists or a motor vehicle, Owner will obtain
comprehensive and collision coverage in amounts at least equal to the actual
cash value of the vehicle with deductibles not to exceed $500. Owner may obtain
insurance on the Collateral from such companies as are acceptable to Lender in
its sole discretion. The insurance policies shall require the insurance company
to provide Lender with at least thirty (30) days' written notice before such
policies are altered or cancelled in any manner. The insurance policies shall
name Lender as a loss payee and provide that no act or omission of Owner or any
other person shall affect the right of Lender to be paid the insurance proceeds
pertaining to the loss or damage of the Collateral. In the event Owner fails to
acquire or maintain insurance, Lender (after providing notice as may be required
by law) may in its discretion procure appropriate insurance coverage upon the
Collateral and charge the insurance cost as an advance of principal under the
promissory note. Owner shall furnish Lender with evidence of insurance
indicating the required coverage. Lender may act as attorney-in-fact for Owner
in making and settling claims under insurance policies, cancelling any policy or
endorsing Owner's name or any draft or negotiable instrument drawn by any
insurer.

     15. INDEMNIFICATION. Lender shall not assume or be responsible for the
performance of any of Owner's obligations with respect to the Collateral under
any circumstances. Owner shall immediately provide Lender with written notice of
and indemnify and hold Lender and its shareholders, directors, officers,
employees and agents harmless from all claims, damages, liabilities (including
attorneys' fees and legal expenses), causes of action, actions, suits and other
legal proceedings (cumulatively "Claims") pertaining to its business operations
or the Collateral including, but not limited to, those arising from Lender's
performance of Owner's obligations with respect to the Collateral. Owner, upon
the request of Lender, shall hire legal counsel to defend Lender from such
Claims, and pay the attorneys' fees, legal expenses and other costs incurred in
connection therewith. In the alternative, Lender shall be entitled to employ its
own legal counsel to defend such Claims at Owner's cost.

     16. TAXES AND ASSESSMENTS. Owner shall execute and file all tax returns and
pay all taxes, licenses, fees and assessments relating to its business
operations and the Collateral (including, but not limited to, income taxes,
personal property taxes, withholding taxes, sales taxes, use taxes, excise taxes
and workers' compensation premiums) in a timely manner.

     17. INSPECTION OF COLLATERAL AND BOOKS AND RECORDS. Owner shall allow
Lender or its agents to examine, inspect and make abstracts and copies of the
Collateral and Owner's books and records pertaining to Owner's business
operations and financial condition or the Collateral during normal business
hours. Owner shall provide any assistance required by Lender for these purposes.
All of the signatures and information pertaining to the Collateral or contained
in the books and records shall be genuine, true, accurate and complete in all
respects. Owner shall note the existence of Lender's security interest in its
books and records pertaining to the Collateral.

       18.  DEFAULT. Owner shall be in default under this Agreement in
         the event that Owner, Borrower or the guarantor: 

          (a)  fails to make any payment under this Agreement or any other
               indebtedness to Lender when due;
          (b)  fails to perform any obligation or breaches any warranty or
               covenant to Lender contained in this Agreement or any other
               present or future, written or oral, agreement regarding this or
               any other indebtedness to Lender;
          (c)  provides or causes any false or misleading signature or
               representation to be provided to Lender;
          (d)  allows the Collateral to be destroyed, lost or stolen, damaged in
               any material respect, or subjected to seizure or confiscation;
          (e)  seeks to revoke, terminate or otherwise limit its liability under
               any continuing guaranty;
          (f)  permits the entry or service of any garnishment, judgment, tax
               levy, attachment or lien against Owner, any guarantor, or any of
               their property;
          (g)  dies, becomes legally incompetent, is dissolved or terminated,
               ceases to operate its business, becomes insolvent, makes an
               assignment for the benefit of creditors, or becomes the subject
               of any bankruptcy, insolvency or debtor rehabilitation
               proceeding;
          (h)  allows the Collateral to be used by anyone to transport or store
               goods, the possession, transportation, or use of which, is
               illegal; or
          (i)  causes Lender to deem itself insecure for any reason.

     19. RIGHTS OF LENDER ON DEFAULT. If there is a default under this
Agreement, Lender shall be entitled to exercise one or more of the following
remedies without notice or demand (except as required by law):

          (a)  to declare Guarantor's Obligations under this Guaranty
               immediately due and payable in full;
          (b)  to collect the outstanding obligations under this Guaranty with
               or without resorting to judicial process;
          (c)  to change Owner's mailing address, open Owner's mail, and retain
               any instruments or other remittances constituting the Collateral
               contained therein;
          (d)  to take possession of any Collateral in any manner permitted by
               law;
          (e)  to apply for and obtain, without notice and upon ex parte
               application, the appointment of a receiver for the Collateral
               without regard to Owner's financial condition or solvency, the
               adequacy of the Collateral to secure the payment or performance
               of the obligations, or the existence of any waste to the
               Collateral;
          (f)  to require Owner to deliver and make available to Lender any
               Collateral at a place reasonably convenient to Owner and Lender;
          (g)  to sell, lease or otherwise dispose of any Collateral and collect
               any deficiency balance with or without resorting to legal process
               (if notice to Borrower of the intended disposition of the
               Collateral is required by law, five (5) days notice shall
               constitute reasonable notification);
          (h)  to set-off Owner's obligations against any amounts due to Owner
               including, but not limited to, monies, instruments, and deposit
               accounts maintained with Lender; and
          (i)  to exercise all other rights available to Lender under any other
               written agreement or applicable law. Lender's rights are
               cumulative and may be exercised together, separately, and in any
               order. If notice to Owner of intended disposition of Collateral
               is required by law, five (5) days' notice shall constitute
               reasonable notification. In the event that Lender institutes an
               action to recover any Collateral or seeks recovery of any
               Collateral by way of a prejudgment remedy in an action against
               Owner, Owner waives the posting of any bond which might otherwise
               be required. Lender's remedies under this paragraph are in
               addition to those available at common law, such as setoff.

     20. WAIVER OF JURY TRIAL. LENDER AND OWNER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
TO ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THE
PROMISSORY NOTE, THIS AGREEMENT AND ANY OTHER AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONJUNCTION HEREWITH OR THEREWITH OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER MAKING THE LOAN EVIDENCED BY
THE PROMISSORY NOTE.

     21. APPLICATION OF PAYMENTS. Whether or not a default has occurred under
this Agreement, all payments made by or on behalf of Owner and all credits due
to Owner from the disposition of the Collateral or otherwise may be applied
against the amounts paid by Lender (including attorneys' fees and legal
expenses) in connection with the exercise of its rights or remedies described in
this Agreement and any interest thereon and then to the payment of the remaining
Obligations in whatever order Lender chooses.

     22. REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER. Owner shall reimburse
Lender for all amounts (including attorneys' fees and legal expenses) expended
by Lender in the performance of any action required to be taken by Owner or the
exercise of any right or remedy belonging to Lender under this Agreement,
together with interest thereon at the lower of the highest rate described in any
promissory note or credit agreement executed by Borrower or Owner or the highest
rate allowed by law from the date of payment until the date of reimbursement.
These sums shall be included in the definition of Obligations, shall be secured
by the Collateral identified in this Agreement and shall be payable upon demand.

                                       3

<PAGE>


     23. ASSIGNMENT. Owner shall not be entitled to assign any of its rights,
remedies or obligations described in this Agreement without the prior written
consent of Lender. Consent may be withheld by Lender in its sole discretion.
Lender shall be entitled to assign some or all of its rights and remedies
described in this Agreement without notice to or the prior consent of Owner in
any manner.

     24. MODIFICATION WAIVER. The modification or waiver of any of Owner's
Obligations or Lender's rights under this Agreement must be contained in writing
signed by Lender. Lender may perform any of Owner's Obligations or delay or fail
to exercise any of its rights without causing a waiver of those Obligations or
rights. A waiver on one occasion shall not constitute a waiver on any other
occasion. Owner's Obligations under this Agreement shall not be affected if
Lender amends, compromises, exchanges, fails to exercise, impairs or releases
any of the obligations belonging to any Owner or third party or any of its
rights against any Owner, third party or collateral.

     25. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of Owner and Lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     26. NOTICES. Any notice or other communication to be provided under this
Agreement shall be in writing and sent to the parties at the addresses described
in this Agreement or such other address as the parties may designate in writing
from time to time.

     27. SEVERABILITY. If any provision of this Agreement violates the law or is
unenforceable, the result of the Agreement shall remain valid.

     28. APPLICABLE LAW. This Agreement shall be governed by the laws of the
state identified in Lender's address. Owner consents to the jurisdiction and
venue of any court located in the state indicated in Lender's address in the
event of any legal proceeding under this Agreement.

     29. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Agreement. Owner
agrees to pay Lender's attorneys' fees and collection costs (subject to any
restrictions imposed by law).

     30. MISCELLANEOUS. This Agreement is executed for commercial purposes.
Owner shall supply information regarding Owner's business operations and
financial condition or the Collateral in the form and manner requested by
Lender. All information furnished by Owner to Lender shall be true, accurate and
complete in all respects. Owner and Lender agree that time is of the essence.
Owner waives presentment, demand for payment, notice of dishonor and protest
except as required by law. All references to Owner in this Agreement shall
include all parties signing below except Lender. If there is more than one
Owner, their obligations shall be joint and several. This Agreement shall remain
in full force and effect until Lender provides Owner with written notice of
termination. This Agreement and any related documents represent the complete and
integrated understanding between Owner and Lender pertaining to the terms and
conditions of those documents.

     31. ADDITIONAL TERMS:

     Owner acknowledges that Owner has read, understands, and agrees to the
terms and conditions of this Agreement.

DATED:  DECEMBER 19, 1997

OWNER:  HESCO SALES, INC.                 OWNER:

By:/s/ DONALD ENGEL                       BY:
   --------------------------                --------------------------
       DONALD ENGEL
Title: C.E.O., CHAIRMAN                   Title:
                                                -----------------------
LENDER:     OCEAN BANK                    OWNER:

                                           By:
By: /s/ ROBERT TRUJILLO                       --------------------------
   --------------------------                
        ROBERT TRUJILLO                    Title:
Title:  VICE PRESIDENT                           -----------------------

                                       4

<PAGE>


                                   SCHEDULE A

                                   SCHEDULE B

                                   SCHEDULE C

                                   SCHEDULE D

                                       5

<PAGE>
*******

                                OWNER OF COLLATERAL

            OB                                               COMMERCIAL
         OCEAN BANK                                           SECURITY
     780 N.W. 42nd Avenue        HESCO SALES, INC.            AGREEMENT
     Miami, Florida 33126        8505 NW 74th Street
       (305) 442-2660            Miami, FL 33166
         "LENDER"

                                TELEPHONE NUMBER

      BORROWER                                    LOCATION OF COLLATERAL

HI-RISE RECYCLING SYSTEMS, INC.                   HESCO SALES, INC.
AND HESCO SALES, INC.                             8505 NW 74th STREET
16255 NW 54TH AVENUE                              Miami, FL 33166
MIAMI, FL  33014

TELEPHONE NUMBER                                  TELEPHONE NUMBER


     1.SECURITY INTEREST. Owner of Collateral ("Owner") grants to Lender
identified above a continuing security interest in the Collateral described
below to secure the obligations described in this Agreement.

     2.OBLIGATIONS. The Collateral shall secure the payment and performance of
all of Borrower's and Owner's present and future, joint and/or several, direct
and indirect, absolute and contingent, express and implied, indebtedness,
(including costs of collection, legal expenses and attorneys' fees incurred by
Lender upon the occurrence of a default under this Agreement, in collecting or
enforcing payment of such indebtedness, or preserving, protecting or realizing
on the Collateral herein) liabilities, obligations and covenants (cumulatively
"Obligations") to Lender pursuant to:

          (a)  this Agreement and the following promissory notes and agreements:

<TABLE>
<CAPTION>

    INTEREST         PRINCIPAL AMOUNT/           FUNDING/               MATURITY              CUSTOMER                LOAN
      RATE             CREDIT LIMIT           AGREEMENT DATE              DATE                 NUMBER                NUMBER

<S>                  <C>                      <C>                       <C>                   <C>                 <C>
    VARIABLE           $3,000,000.00             12/19/97               12/19/02                                  100937428-63
</TABLE>


          (b)  all other present or future, written, agreements between Borrower
               or Owner and Lender (whether executed for the same or different
               purposes than the preceding documents);
          (c)  all amendments, modifications, replacements or substitutions to
               any of the foregoing; and
          (d)  applicable law.

     3.COLLATERAL. The Collateral shall consist of all of the
following-described property and Owner's rights, title and interest in such
property whether now owned or hereafter acquired by Owner and wheresoever
located:

[X]       All accounts and contract rights including, but not limited to, the
          accounts and contract rights described on Schedule A attached hereto
          and incorporated herein by this reference;

[X]       All chattel paper including, but not limited to, the chattel paper
          described on Schedule A attached hereto and incorporated herein by
          this reference;

[X]       All documents including, but not limited to, the documents described
          on Schedule A attached hereto and incorporated herein by this
          reference;

[X]       All equipment, including, but not limited to, the equipment described
          on Schedule A attached hereto and incorporated herein by this
          reference;

[X]       All fixtures, including, but not limited to, the fixtures located or
          to be located on the real property described on Schedule B attached
          hereto and incorporated herein by this reference;

[X]       All general intangibles including, but not limited to, the general
          intangibles described on Schedule A attached hereto and incorporated
          herein by this reference;

[X]       All instruments including, but not limited to, the instruments
          described on Schedule A attached hereto and incorporated herein by
          this reference; All inventory including, but not limited to, the
          inventory described and located at the locations indicated on Schedule
          A attached hereto and incorporated herein by this reference; All
          minerals or the like located on or related to the real property
          described on Schedule B attached hereto and incorporated herein by
          this reference;

[X]       All standing timber located on the real property described on Schedule
          B attached hereto and incorporated herein by this reference;

[ ]       Other:

All monies, instruments, and savings, checking or other deposit accounts that
are now or in the future in Lender's custody or control (excluding IRA, Keogh,
trust accounts, and deposits subject to tax penalties if so assigned);

All accessions, accessories, additions, amendments, attachments, modifications,
replacements and substitutions to any of the above;

All proceeds and products of any of the above;

All policies of insurance pertaining to any of the above as well as any proceeds
and unearned premiums pertaining to such policies; and

All books and records pertaining to any of the above.

     4.OWNER'S TAXPAYER IDENTIFICATION. Owner's social security number or
federal taxpayer identification number is: 59-1700672.


     5.RESIDENCY/LEGAL STATUS. Owner is a resident of the state of: N/A Owner is
[X] Corporation; [ ] Partnership; [ ] Non-Profit Association; [ ]duly organized,
validly existing and in good standing under the laws of the State of Florida.

     6.REPRESENTATIONS, WARRANTIES AND COVENANTS: Owner represents, warrants and
covenants to Lender that: 

          (a)  Owner is and shall remain the sole owner of the Collateral;

<PAGE>


          (b)  Neither Owner nor, to the best of Owner's knowledge, any other
               party has used, generated, released, discharged, stored, or
               disposed of any hazardous waste, toxic substance, or related
               material (cumulatively "Hazardous Materials") or transported any
               Hazardous Materials. Owner shall not commit or permit such
               actions to be taken in the future. The term "Hazardous Materials"
               shall mean any substance, material, or waste which is or becomes
               regulated by any governmental authority including, but not
               limited to, (i) petroleum; (ii) asbestos; (iii) polychlorinated
               biphenyls; (iv) those substances, materials or wastes designated
               as a "hazardous substance" pursuant to Section 311 of the Clean
               Water Act or listed pursuant to Section 307 of the Clean Water
               Act or any amendments or replacements to these statutes; (v)
               those substances, materials or wastes defined as a "hazardous
               waste" pursuant to Section 1004 of the Resource Conservation and
               Recovery Act or any amendments or replacements to that statute;
               or (vi) those substances, materials or wastes defined as a
               "hazardous substance" pursuant to Section 101 of the
               Comprehensive Environmental Response, Compensation and Liability
               Act, or any amendments or replacements to that statute;
          (c)  Owner's chief executive office, chief place of business, office
               where its business records are located, or residence is the
               address identified above. Owner's other executive offices, places
               of business, locations of its business records, or domiciles are
               described on Schedule C attached hereto and incorporated herein
               by this reference. Owner shall immediately advise Lender in
               writing of any change in or addition to the foregoing addresses;
          (d)  Owner shall not become a party to any restructuring of its form
               of business or participate in any consolidation, merger,
               liquidation or dissolution without providing Lender with thirty
               (30) or more days' prior written notice of such change;
          (e)  Owner shall notify Lender of the nature of any intended change of
               Owner's name, or the use of any trade name, and the effective
               date of such change;
          (f)  The Collateral is and shall at all times remain free of all tax
               and other liens, security interests, encumbrances and claims of
               any kind except for those belonging to Lender and those described
               on Schedule D attached hereto and incorporated herein by this
               reference. Without waiving the event of default as a result
               thereof, Owner shall take any action and execute any document
               needed to discharge the foregoing liens, security interests,
               encumbrances and claims;
          (g)  Owner shall defend the Collateral against all claims and demands
               of all persons at any time claiming any interest therein;
          (h)  All of the goods, fixtures, minerals or the like, and standing
               timber constituting the Collateral is and shall be located at
               Owner's executive offices, places of business, residence and
               domiciles specifically described in this Agreement. Owner shall
               not change the location of any Collateral without the prior
               written consent of Lender;
          (i)  Owner shall provide Lender with possession of all chattel paper
               and instruments constituting the Collateral, and Owner shall
               promptly mark all chattel paper, instruments, and documents
               constituting the Collateral to show that the same are subject to
               Lender's security interest;
          (j)  All of Owner's accounts or contract rights; chattel paper;
               documents; general intangibles; instruments; and federal, state,
               county, and municipal government and other permits, licenses,
               trusts, liens, contracts, leases, and agreements constituting the
               Collateral are and shall be valid, genuine and legally
               enforceable obligations and rights belonging to Owner against one
               or more third parties and not subject to any claim, defense,
               set-off or counterclaim of any kind;
          (k)  Owner shall not amend, modify, replace, or substitute any account
               or contract right; chattel paper; document; general intangible;
               or instrument constituting the Collateral without the prior
               written consent of Lender;
          (l)  Owner has the right and is duly authorized to enter into and
               perform its obligations under this Agreement. Owner's execution
               and performance of these obligations do not and shall not
               conflict with the provisions of any statute, regulation,
               ordinance, rule of law, contract or other agreement which may now
               or hereafter be binding on Owner;
          (m)  No action or proceeding is pending against Owner which might
               result in any material or adverse change in its business
               operations or financial condition or materially affect the
               Collateral;
          (n)  Owner has not violated and shall not violate any applicable
               federal, state, county or municipal statute, regulation or
               ordinance (including but not limited to those governing Hazardous
               Materials) which may materially and adversely affect its business
               operations or financial condition or the Collateral;
          (o)  Owner shall, upon Lender's request, deposit all proceeds of the
               Collateral into an account or accounts maintained by Owner or
               Lender at Lender's institution; and
          (p)  This Agreement and the obligations described in this Agreement
               are executed and incurred for business and not consumer purposes.

     7.SALE OF COLLATERAL. Owner shall not assign, convey, lease, sell or
transfer any of the Collateral to any third party without the prior written
consent of Lender except for sales of inventory to buyers in the ordinary course
of business.

     8.FINANCING STATEMENTS AND OTHER DOCUMENTS. Owner shall take all actions
and execute all documents required by Lender to attach, perfect and maintain
Lender's security interest in the Collateral and establish and maintain Lender's
right to receive the payment of the proceeds of the Collateral including, but
not limited to, executing and financing statements, fixture filings,
continuation statements, notices of security interest and other documents
required by the Uniform Commercial Code and other applicable law. Owner shall
pay the costs of filing such documents in all offices wherever filing or
recording is deemed by Lender to be necessary or desirable. In lieu of filing
security agreements, financing statements, and effective financing statements,
Lender shall be entitled to perfect its security interest in the Collateral by
filing carbon, photographic or other reproductions of the aforementioned
documents with any authority required by the Uniform Commercial Code or other
applicable law. Lender may execute and file any financing statements, as well as
extensions, renewals and amendments of financing statements in such form as
Lender may require to perfect and maintain perfection of any security interest
granted in this Agreement.

     9.INQUIRIES AND NOTIFICATION TO THIRD PARTIES. Owner hereby authorizes
Lender to contact any third party and make any inquiry pertaining to Owner's
financial condition or the Collateral. In addition, Lender is authorized to
provide oral or written notice of its security interest in the Collateral to any
third party.

     10. COLLECTION INDEBTEDNESS FROM THIRD PARTIES. Lender shall be entitled to
notify, and upon the request of Lender, Owner shall notify any account debtor or
other third party (including, but not limited to, insurance companies) to pay
any indebtedness or obligation owing to Owner and constituting the Collateral
(cumulatively "Indebtedness") to Lender whether or not a default exists under
this Agreement. Owner shall diligently collect the Indebtedness owning to Owner
from its account debtors and other third parties until the giving of such
notification. In the event that Owner possesses or receives possession of any
instruments or other remittances with respect to the Indebtedness following the
giving of such notification or if the instruments or other remittances
constitute the prepayment of any Indebtedness or the payment of any insurance
proceeds, Owner shall hold such instruments and other remittances in trust for
Lender apart from its other property, endorse the instruments and other
remittances to Lender, and immediately provide Lender with possession of the
instruments and other remittances. Lender shall be entitled, but not required,
to collect (by legal proceedings or otherwise), extend the time for payment,
compromise, exchange or release or release any obligor or collateral upon, or
otherwise settle any of the Indebtedness whether or not an event of default
exists under this Agreement. Lender shall not be liable to Owner for any action,
error, mistake, omission or delay pertaining to the actions described in this
paragraph or any damages resulting therefrom.

     11. POWER OF ATTORNEY. Owner hereby appoints Lender as its attorney-in-fact
to endorse Owner's name on all instruments and other remittances payable to
Owner with respect to the Indebtedness or other documents pertaining to Lender's
actions in connection with the Indebtedness. In addition, Lender shall be
entitled, but not required, to perform any action or execute any document
required to be taken or executed by Owner under this Agreement. Lender's
performance of such action or execution of such documents shall not relieve
Owner from any obligation or cure any default under this Agreement. The powers
of attorney described in this paragraph are coupled with an interest and are
irrevocable.

     12. USE AND MAINTENANCE OF COLLATERAL. Owner shall use the Collateral
solely in the ordinary course of its business, for the usual purposes intended
by the manufacturer (if applicable), with due care, and in compliance with the
laws, ordinances, regulations, requirements and rules of all federal, state,
county and municipal authorities including environmental laws and regulations
and insurance policies. Owner shall not make any alterations, additions or
improvements to the Collateral without the prior written consent of Lender.
Without limiting the foregoing, all alterations, additions and improvements made
to the Collateral shall be subject to the security interest belonging to Lender,
shall not be 

                                       2

<PAGE>


removed without the prior written consent of Lender, and shall be made at
Owner's sole expense. Owner shall take all actions and make any repairs or
replacements needed to maintain the Collateral in good condition and working
order.

     13. LOSS OR DAMAGE. Owner shall bear the entire risk of any loss, theft,
destruction or damage (cumulatively "Loss or Damage") to all or any part of the
Collateral. In the event of any Loss or Damage, Owner will either restore the
Collateral to its previous condition, replace the Collateral with similar
property acceptable to Lender in its sole discretion, or pay or cause to be paid
to Lender the decrease in the fair market value of the affected Collateral.

     14. INSURANCE. The Collateral will be kept insured for its full value
against all hazards including loss or damage caused by fire, collision, theft or
other casualty. If the Collateral consists or a motor vehicle, Owner will obtain
comprehensive and collision coverage in amounts at least equal to the actual
cash value of the vehicle with deductibles not to exceed $500. Owner may obtain
insurance on the Collateral from such companies as are acceptable to Lender in
its sole discretion. The insurance policies shall require the insurance company
to provide Lender with at least thirty (30) days' written notice before such
policies are altered or cancelled in any manner. The insurance policies shall
name Lender as a loss payee and provide that no act or omission of Owner or any
other person shall affect the right of Lender to be paid the insurance proceeds
pertaining to the loss or damage of the Collateral. In the event Owner fails to
acquire or maintain insurance, Lender (after providing notice as may be required
by law) may in its discretion procure appropriate insurance coverage upon the
Collateral and charge the insurance cost as an advance of principal under the
promissory note. Owner shall furnish Lender with evidence of insurance
indicating the required coverage. Lender may act as attorney-in-fact for Owner
in making and settling claims under insurance policies, cancelling any policy or
endorsing Owner's name or any draft or negotiable instrument drawn by any
insurer.

     15. INDEMNIFICATION. Lender shall not assume or be responsible for the
performance of any of Owner's obligations with respect to the Collateral under
any circumstances. Owner shall immediately provide Lender with written notice of
and indemnify and hold Lender and its shareholders, directors, officers,
employees and agents harmless from all claims, damages, liabilities (including
attorneys' fees and legal expenses), causes of action, actions, suits and other
legal proceedings (cumulatively "Claims") pertaining to its business operations
or the Collateral including, but not limited to, those arising from Lender's
performance of Owner's obligations with respect to the Collateral. Owner, upon
the request of Lender, shall hire legal counsel to defend Lender from such
Claims, and pay the attorneys' fees, legal expenses and other costs incurred in
connection therewith. In the alternative, Lender shall be entitled to employ its
own legal counsel to defend such Claims at Owner's cost.

     16. TAXES AND ASSESSMENTS. Owner shall execute and file all tax returns and
pay all taxes, licenses, fees and assessments relating to its business
operations and the Collateral (including, but not limited to, income taxes,
personal property taxes, withholding taxes, sales taxes, use taxes, excise taxes
and workers' compensation premiums) in a timely manner.

     17. INSPECTION OF COLLATERAL AND BOOKS AND RECORDS. Owner shall allow
Lender or its agents to examine, inspect and make abstracts and copies of the
Collateral and Owner's books and records pertaining to Owner's business
operations and financial condition or the Collateral during normal business
hours. Owner shall provide any assistance required by Lender for these purposes.
All of the signatures and information pertaining to the Collateral or contained
in the books and records shall be genuine, true, accurate and complete in all
respects. Owner shall note the existence of Lender's security interest in its
books and records pertaining to the Collateral.

     18. DEFAULT. Owner shall be in default under this Agreement in the event
that Owner, Borrower or the guarantor:

          (a)  fails to make any payment under this Agreement or any other
               indebtedness to Lender when due;
          (b)  fails to perform any obligation or breaches any warranty or
               covenant to Lender contained in this Agreement or any other
               present or future, written or oral, agreement regarding this or
               any other indebtedness to Lender;
          (c)  provides or causes any false or misleading signature or
               representation to be provided to Lender;
          (d)  allows the Collateral to be destroyed, lost or stolen, damaged in
               any material respect, or subjected to seizure or confiscation;
          (e)  seeks to revoke, terminate or otherwise limit its liability under
               any continuing guaranty;
          (f)  permits the entry or service of any garnishment, judgment, tax
               levy, attachment or lien against Owner, any guarantor, or any of
               their property;
          (g)  dies, becomes legally incompetent, is dissolved or terminated,
               ceases to operate its business, becomes insolvent, makes an
               assignment for the benefit of creditors, or becomes the subject
               of any bankruptcy, insolvency or debtor rehabilitation
               proceeding;
          (h)  allows the Collateral to be used by anyone to transport or store
               goods, the possession, transportation, or use of which, is
               illegal; or
          (i)  causes Lender to deem itself insecure for any reason.

     19. RIGHTS OF LENDER ON DEFAULT. If there is a default under this
Agreement, Lender shall be entitled to exercise one or more of the following
remedies without notice or demand (except as required by law):

          (a)  to declare Guarantor's Obligations under this Guaranty
               immediately due and payable in full;
          (b)  to collect the outstanding obligations under this Guaranty with
               or without resorting to judicial process;
          (c)  to change Owner's mailing address, open Owner's mail, and retain
               any instruments or other remittances constituting the Collateral
               contained therein;
          (d)  to take possession of any Collateral in any manner permitted by
               law;
          (e)  to apply for and obtain, without notice and upon ex parte
               application, the appointment of a receiver for the Collateral
               without regard to Owner's financial condition or solvency, the
               adequacy of the Collateral to secure the payment or performance
               of the obligations, or the existence of any waste to the
               Collateral;
          (f)  to require Owner to deliver and make available to Lender any
               Collateral at a place reasonably convenient to Owner and Lender;
          (g)  to sell, lease or otherwise dispose of any Collateral and collect
               any deficiency balance with or without resorting to legal process
               (if notice to Borrower of the intended disposition of the
               Collateral is required by law, five (5) days notice shall
               constitute reasonable notification);
          (h)  to set-off Owner's obligations against any amounts due to Owner
               including, but not limited to, monies, instruments, and deposit
               accounts maintained with Lender; and
          (i)  to exercise all other rights available to Lender under any other
               written agreement or applicable law. Lender's rights are
               cumulative and may be exercised together, separately, and in any
               order. If notice to Owner of intended disposition of Collateral
               is required by law, five (5) days' notice shall constitute
               reasonable notification. In the event that Lender institutes an
               action to recover any Collateral or seeks recovery of any
               Collateral by way of a prejudgment remedy in an action against
               Owner, Owner waives the posting of any bond which might otherwise
               be required. Lender's remedies under this paragraph are in
               addition to those available at common law, such as setoff.

     20. WAIVER OF JURY TRIAL. LENDER AND OWNER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
TO ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THE
PROMISSORY NOTE, THIS AGREEMENT AND ANY OTHER AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONJUNCTION HEREWITH OR THEREWITH OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER MAKING THE LOAN EVIDENCED BY
THE PROMISSORY NOTE.

     21. APPLICATION OF PAYMENTS. Whether or not a default has occurred under
this Agreement, all payments made by or on behalf of Owner and all credits due
to Owner from the disposition of the Collateral or otherwise may be applied
against the amounts paid by Lender (including attorneys' fees and legal
expenses) in connection with the exercise of its rights or remedies described in
this Agreement and any interest thereon and then to the payment of the remaining
Obligations in whatever order Lender chooses.

     22. REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER. Owner shall reimburse
Lender for all amounts (including attorneys' fees and legal expenses) expended
by Lender in the performance of any action required to be taken by Owner or the
exercise of any right or remedy belonging to Lender under this Agreement,
together with interest thereon at the lower of the highest rate described in any
promissory note or credit agreement executed by Borrower or Owner or the highest
rate allowed by law from the date of payment until the date of reimbursement.
These sums shall be included in the definition of Obligations, shall be secured
by the Collateral identified in this Agreement and shall be payable upon demand.

                                       3

<PAGE>


     23. ASSIGNMENT. Owner shall not be entitled to assign any of its rights,
remedies or obligations described in this Agreement without the prior written
consent of Lender. Consent may be withheld by Lender in its sole discretion.
Lender shall be entitled to assign some or all of its rights and remedies
described in this Agreement without notice to or the prior consent of Owner in
any manner.

     24. MODIFICATION WAIVER. The modification or waiver of any of Owner's
Obligations or Lender's rights under this Agreement must be contained in writing
signed by Lender. Lender may perform any of Owner's Obligations or delay or fail
to exercise any of its rights without causing a waiver of those Obligations or
rights. A waiver on one occasion shall not constitute a waiver on any other
occasion. Owner's Obligations under this Agreement shall not be affected if
Lender amends, compromises, exchanges, fails to exercise, impairs or releases
any of the obligations belonging to any Owner or third party or any of its
rights against any Owner, third party or collateral.

     25. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of Owner and Lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     26. NOTICES. Any notice or other communication to be provided under this
Agreement shall be in writing and sent to the parties at the addresses described
in this Agreement or such other address as the parties may designate in writing
from time to time.

     27. SEVERABILITY. If any provision of this Agreement violates the law or is
unenforceable, the result of the Agreement shall remain valid.

     28. APPLICABLE LAW. This Agreement shall be governed by the laws of the
state identified in Lender's address. Owner consents to the jurisdiction and
venue of any court located in the state indicated in Lender's address in the
event of any legal proceeding under this Agreement.

     29. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Agreement. Owner
agrees to pay Lender's attorneys' fees and collection costs (subject to any
restrictions imposed by law).

     30. MISCELLANEOUS. This Agreement is executed for commercial purposes.
Owner shall supply information regarding Owner's business operations and
financial condition or the Collateral in the form and manner requested by
Lender. All information furnished by Owner to Lender shall be true, accurate and
complete in all respects. Owner and Lender agree that time is of the essence.
Owner waives presentment, demand for payment, notice of dishonor and protest
except as required by law. All references to Owner in this Agreement shall
include all parties signing below except Lender. If there is more than one
Owner, their obligations shall be joint and several. This Agreement shall remain
in full force and effect until Lender provides Owner with written notice of
termination. This Agreement and any related documents represent the complete and
integrated understanding between Owner and Lender pertaining to the terms and
conditions of those documents.

     31. ADDITIONAL TERMS:

     Owner acknowledges that Owner has read, understands, and agrees to the
terms and conditions of this Agreement.

DATED:  DECEMBER 19, 1997

OWNER:  HESCO SALES, INC.                 OWNER:

By:/s/ DONALD ENGEL                       BY:
   --------------------------                --------------------------
       DONALD ENGEL
Title: C.E.O., CHAIRMAN                   Title:
                                                -----------------------
LENDER:     OCEAN BANK                    OWNER:

                                           By:
By: /s/ ROBERT TRUJILLO                       --------------------------
   --------------------------                
        ROBERT TRUJILLO                    Title:
Title:  VICE PRESIDENT                           -----------------------

<PAGE>


                                   SCHEDULE A

                                   SCHEDULE B

                                   SCHEDULE C

                                   SCHEDULE D

                                        5

<PAGE>
                                   COMMERCIAL
                                    SECURITY
                                   AGREEMENT

                                OWNER OF COLLATERAL
            OB                                           
         OCEAN BANK                                      
     780 N.W. 42nd Avenue        HESCO SALES, INC.       
     Miami, Florida 33126        4125 E. 11th Avenue
       (305) 442-2660            Hialeah, FL
         "LENDER"

                                TELEPHONE NUMBER

      BORROWER                                    LOCATION OF COLLATERAL

HI-RISE RECYCLING SYSTEMS, INC.                   HESCO SALES, INC.
AND HESCO SALES, INC.                             4125 E. 11th Avenue
16255 NW 54TH AVENUE                              Hialeah, FL
MIAMI, FL  33014

TELEPHONE NUMBER                                  TELEPHONE NUMBER

     1.SECURITY INTEREST. Owner of Collateral ("Owner") grants to Lender
identified above a continuing security interest in the Collateral described
below to secure the obligations described in this Agreement.

     2.OBLIGATIONS. The Collateral shall secure the payment and performance of
all of Borrower's and Owner's present and future, joint and/or several, direct
and indirect, absolute and contingent, express and implied, indebtedness,
(including costs of collection, legal expenses and attorneys' fees incurred by
Lender upon the occurrence of a default under this Agreement, in collecting or
enforcing payment of such indebtedness, or preserving, protecting or realizing
on the Collateral herein) liabilities, obligations and covenants (cumulatively
"Obligations") to Lender pursuant to:

          (a)  this Agreement and the following promissory notes and agreements:
<TABLE>
<CAPTION>

    INTEREST         PRINCIPAL AMOUNT/           FUNDING/               MATURITY              CUSTOMER                LOAN
      RATE             CREDIT LIMIT           AGREEMENT DATE              DATE                 NUMBER                NUMBER

<S>                  <C>                      <C>                       <C>                   <C>                 <C>
    VARIABLE           $3,000,000.00             12/19/97               04/19/06                                  100937428-64
</TABLE>

          (b)  all other present or future, written, agreements between Borrower
               or Owner and Lender (whether executed for the same or different
               purposes than the preceding documents);
          (c)  all amendments, modifications, replacements or substitutions to
               any of the foregoing; and
          (d)  applicable law.

     3.COLLATERAL. The Collateral shall consist of all of the
following-described property and Owner's rights, title and interest in such
property whether now owned or hereafter acquired by Owner and wheresoever
located:

[ ]       All accounts and contract rights including, but not limited to, the
          accounts and contract rights described on Schedule A attached hereto
          and incorporated herein by this reference;

[ ]       All chattel paper including, but not limited to, the chattel paper
          described on Schedule A attached hereto and incorporated herein by
          this reference;

[ ]       All documents including, but not limited to, the documents described
          on Schedule A attached hereto and incorporated herein by this
          reference; All equipment, including, but not limited to, the equipment
          described on Schedule A attached hereto and incorporated herein by
          this reference;

[ ]       All fixtures, including, but not limited to, the fixtures located or
          to be located on the real property described on Schedule B attached
          hereto and incorporated herein by this reference;

[ ]       All general intangibles including, but not limited to, the general
          intangibles described on Schedule A attached hereto and incorporated
          herein by this reference;

[ ]       All instruments including, but not limited to, the instruments
          described on Schedule A attached hereto and incorporated herein by
          this reference;

[ ]       All inventory including, but not limited to, the inventory described
          and located at the locations indicated on Schedule A attached hereto
          and incorporated herein by this reference;

[ ]       All minerals or the like located on or related to the real property
          described on Schedule B attached hereto and incorporated herein by
          this reference;

[ ]       All standing timber located on the real property described on Schedule
          B attached hereto and incorporated herein by this reference;

[X]       Other: SEE EXHIBIT "A"

All monies, instruments, and savings, checking or other deposit accounts that
are now or in the future in Lender's custody or control (excluding IRA, Keogh,
trust accounts, and deposits subject to tax penalties if so assigned); 

All accessions, accessories, additions, amendments, attachments, modifications,
replacements and substitutions to any of the above;

All proceeds and products of any of the above;

All policies of insurance pertaining to any of the above as well as any proceeds
and unearned premiums pertaining to such policies; and

All books and records pertaining to any of the above.

     4.OWNER'S TAXPAYER IDENTIFICATION. Owner's social security number or
federal taxpayer identification number is: 65-0222933.

     5.RESIDENCY/LEGAL STATUS. Owner is a resident of the state of: N/A Owner is
[X] Corporation; [ ] Partnership; [ ] Non-Profit Association; [ ] duly
organized, validly existing and in good standing under the laws of the State of
Florida.

        6.REPRESENTATIONS, WARRANTIES AND COVENANTS: Owner represents, warrants
         and covenants to Lender that: 

          (a)  Owner is and shall remain the sole owner of the Collateral;
          (b)  Neither Owner nor, to the best of Owner's knowledge, any other
               party has used, generated, released, discharged, stored, or
               disposed of any hazardous waste, toxic substance, or related
               material (cumulatively "Hazardous Materials") or transported any

<PAGE>


               Hazardous Materials. Owner shall not commit or permit such
               actions to be taken in the future. The term "Hazardous Materials"
               shall mean any substance, material, or waste which is or becomes
               regulated by any governmental authority including, but not
               limited to, (i) petroleum; (ii) asbestos; (iii) polychlorinated
               biphenyls; (iv) those substances, materials or wastes designated
               as a "hazardous substance" pursuant to Section 311 of the Clean
               Water Act or listed pursuant to Section 307 of the Clean Water
               Act or any amendments or replacements to these statutes; (v)
               those substances, materials or wastes defined as a "hazardous
               waste" pursuant to Section 1004 of the Resource Conservation and
               Recovery Act or any amendments or replacements to that statute;
               or (vi) those substances, materials or wastes defined as a
               "hazardous substance" pursuant to Section 101 of the
               Comprehensive Environmental Response, Compensation and Liability
               Act, or any amendments or replacements to that statute;
          (c)  Owner's chief executive office, chief place of business, office
               where its business records are located, or residence is the
               address identified above. Owner's other executive offices, places
               of business, locations of its business records, or domiciles are
               described on Schedule C attached hereto and incorporated herein
               by this reference. Owner shall immediately advise Lender in
               writing of any change in or addition to the foregoing addresses;
          (d)  Owner shall not become a party to any restructuring of its form
               of business or participate in any consolidation, merger,
               liquidation or dissolution without providing Lender with thirty
               (30) or more days' prior written notice of such change;
          (e)  Owner shall notify Lender of the nature of any intended change of
               Owner's name, or the use of any trade name, and the effective
               date of such change;
          (f)  The Collateral is and shall at all times remain free of all tax
               and other liens, security interests, encumbrances and claims of
               any kind except for those belonging to Lender and those described
               on Schedule D attached hereto and incorporated herein by this
               reference. Without waiving the event of default as a result
               thereof, Owner shall take any action and execute any document
               needed to discharge the foregoing liens, security interests,
               encumbrances and claims;
          (g)  Owner shall defend the Collateral against all claims and demands
               of all persons at any time claiming any interest therein;
          (h)  All of the goods, fixtures, minerals or the like, and standing
               timber constituting the Collateral is and shall be located at
               Owner's executive offices, places of business, residence and
               domiciles specifically described in this Agreement. Owner shall
               not change the location of any Collateral without the prior
               written consent of Lender;
          (i)  Owner shall provide Lender with possession of all chattel paper
               and instruments constituting the Collateral, and Owner shall
               promptly mark all chattel paper, instruments, and documents
               constituting the Collateral to show that the same are subject to
               Lender's security interest;
          (j)  All of Owner's accounts or contract rights; chattel paper;
               documents; general intangibles; instruments; and federal, state,
               county, and municipal government and other permits, licenses,
               trusts, liens, contracts, leases, and agreements constituting the
               Collateral are and shall be valid, genuine and legally
               enforceable obligations and rights belonging to Owner against one
               or more third parties and not subject to any claim, defense,
               set-off or counterclaim of any kind;
          (k)  Owner shall not amend, modify, replace, or substitute any account
               or contract right; chattel paper; document; general intangible;
               or instrument constituting the Collateral without the prior
               written consent of Lender;
          (l)  Owner has the right and is duly authorized to enter into and
               perform its obligations under this Agreement. Owner's execution
               and performance of these obligations do not and shall not
               conflict with the provisions of any statute, regulation,
               ordinance, rule of law, contract or other agreement which may now
               or hereafter be binding on Owner;
          (m)  No action or proceeding is pending against Owner which might
               result in any material or adverse change in its business
               operations or financial condition or materially affect the
               Collateral;
          (n)  Owner has not violated and shall not violate any applicable
               federal, state, county or municipal statute, regulation or
               ordinance (including but not limited to those governing Hazardous
               Materials) which may materially and adversely affect its business
               operations or financial condition or the Collateral;
          (o   Owner shall, upon Lender's request, deposit all proceeds of the
               Collateral into an account or accounts maintained by Owner or
               Lender at Lender's institution; and
          (p)  This Agreement and the obligations described in this Agreement
               are executed and incurred for business and not consumer purposes.

     7.SALE OF COLLATERAL. Owner shall not assign, convey, lease, sell or
transfer any of the Collateral to any third party without the prior written
consent of Lender except for sales of inventory to buyers in the ordinary course
of business.

     8.FINANCING STATEMENTS AND OTHER DOCUMENTS. Owner shall take all actions
and execute all documents required by Lender to attach, perfect and maintain
Lender's security interest in the Collateral and establish and maintain Lender's
right to receive the payment of the proceeds of the Collateral including, but
not limited to, executing and financing statements, fixture filings,
continuation statements, notices of security interest and other documents
required by the Uniform Commercial Code and other applicable law. Owner shall
pay the costs of filing such documents in all offices wherever filing or
recording is deemed by Lender to be necessary or desirable. In lieu of filing
security agreements, financing statements, and effective financing statements,
Lender shall be entitled to perfect its security interest in the Collateral by
filing carbon, photographic or other reproductions of the aforementioned
documents with any authority required by the Uniform Commercial Code or other
applicable law. Lender may execute and file any financing statements, as well as
extensions, renewals and amendments of financing statements in such form as
Lender may require to perfect and maintain perfection of any security interest
granted in this Agreement.

     9.INQUIRIES AND NOTIFICATION TO THIRD PARTIES. Owner hereby authorizes
Lender to contact any third party and make any inquiry pertaining to Owner's
financial condition or the Collateral. In addition, Lender is authorized to
provide oral or written notice of its security interest in the Collateral to any
third party.

     10. COLLECTION INDEBTEDNESS FROM THIRD PARTIES. Lender shall be entitled to
notify, and upon the request of Lender, Owner shall notify any account debtor or
other third party (including, but not limited to, insurance companies) to pay
any indebtedness or obligation owing to Owner and constituting the Collateral
(cumulatively "Indebtedness") to Lender whether or not a default exists under
this Agreement. Owner shall diligently collect the Indebtedness owning to Owner
from its account debtors and other third parties until the giving of such
notification. In the event that Owner possesses or receives possession of any
instruments or other remittances with respect to the Indebtedness following the
giving of such notification or if the instruments or other remittances
constitute the prepayment of any Indebtedness or the payment of any insurance
proceeds, Owner shall hold such instruments and other remittances in trust for
Lender apart from its other property, endorse the instruments and other
remittances to Lender, and immediately provide Lender with possession of the
instruments and other remittances. Lender shall be entitled, but not required,
to collect (by legal proceedings or otherwise), extend the time for payment,
compromise, exchange or release or release any obligor or collateral upon, or
otherwise settle any of the Indebtedness whether or not an event of default
exists under this Agreement. Lender shall not be liable to Owner for any action,
error, mistake, omission or delay pertaining to the actions described in this
paragraph or any damages resulting therefrom.

      11.  POWER OF ATTORNEY. Owner hereby appoints Lender as its
attorney-in-fact to endorse Owner's name on all instruments and other
remittances payable to Owner with respect to the Indebtedness or other documents
pertaining to Lender's actions in connection with the Indebtedness. In addition,
Lender shall be entitled, but not required, to perform any action or execute any
document required to be taken or executed by Owner under this Agreement.
Lender's performance of such action or execution of such documents shall not
relieve Owner from any obligation or cure any default under this Agreement. The
powers of attorney described in this paragraph are coupled with an interest and
are irrevocable.

      12.  USE AND MAINTENANCE OF COLLATERAL. Owner shall use the
Collateral solely in the ordinary course of its business, for the usual purposes
intended by the manufacturer (if applicable), with due care, and in compliance
with the laws, ordinances, regulations, requirements and rules of all federal,
state, county and municipal authorities including environmental laws and
regulations and insurance policies. Owner shall not make any alterations,
additions or improvements to the Collateral without the prior written consent of
Lender. Without limiting the foregoing, all alterations, additions and
improvements made to the Collateral shall be subject to the security interest
belonging to Lender, shall not be removed without the prior written consent of
Lender, and shall be made at Owner's sole expense. Owner shall take all actions
and make any repairs or replacements needed to maintain the Collateral in good
condition and working order.

<PAGE>


     13. LOSS OR DAMAGE. Owner shall bear the entire risk of any loss, theft,
destruction or damage (cumulatively "Loss or Damage") to all or any part of the
Collateral. In the event of any Loss or Damage, Owner will either restore the
Collateral to its previous condition, replace the Collateral with similar
property acceptable to Lender in its sole discretion, or pay or cause to be paid
to Lender the decrease in the fair market value of the affected Collateral.

     14. INSURANCE. The Collateral will be kept insured for its full value
against all hazards including loss or damage caused by fire, collision, theft or
other casualty. If the Collateral consists or a motor vehicle, Owner will obtain
comprehensive and collision coverage in amounts at least equal to the actual
cash value of the vehicle with deductibles not to exceed $500. Owner may obtain
insurance on the Collateral from such companies as are acceptable to Lender in
its sole discretion. The insurance policies shall require the insurance company
to provide Lender with at least thirty (30) days' written notice before such
policies are altered or cancelled in any manner. The insurance policies shall
name Lender as a loss payee and provide that no act or omission of Owner or any
other person shall affect the right of Lender to be paid the insurance proceeds
pertaining to the loss or damage of the Collateral. In the event Owner fails to
acquire or maintain insurance, Lender (after providing notice as may be required
by law) may in its discretion procure appropriate insurance coverage upon the
Collateral and charge the insurance cost as an advance of principal under the
promissory note. Owner shall furnish Lender with evidence of insurance
indicating the required coverage. Lender may act as attorney-in-fact for Owner
in making and settling claims under insurance policies, cancelling any policy or
endorsing Owner's name or any draft or negotiable instrument drawn by any
insurer.

     15. INDEMNIFICATION. Lender shall not assume or be responsible for the
performance of any of Owner's obligations with respect to the Collateral under
any circumstances. Owner shall immediately provide Lender with written notice of
and indemnify and hold Lender and its shareholders, directors, officers,
employees and agents harmless from all claims, damages, liabilities (including
attorneys' fees and legal expenses), causes of action, actions, suits and other
legal proceedings (cumulatively "Claims") pertaining to its business operations
or the Collateral including, but not limited to, those arising from Lender's
performance of Owner's obligations with respect to the Collateral. Owner, upon
the request of Lender, shall hire legal counsel to defend Lender from such
Claims, and pay the attorneys' fees, legal expenses and other costs incurred in
connection therewith. In the alternative, Lender shall be entitled to employ its
own legal counsel to defend such Claims at Owner's cost.

     16. TAXES AND ASSESSMENTS. Owner shall execute and file all tax returns and
pay all taxes, licenses, fees and assessments relating to its business
operations and the Collateral (including, but not limited to, income taxes,
personal property taxes, withholding taxes, sales taxes, use taxes, excise taxes
and workers' compensation premiums) in a timely manner.

     17. INSPECTION OF COLLATERAL AND BOOKS AND RECORDS. Owner shall allow
Lender or its agents to examine, inspect and make abstracts and copies of the
Collateral and Owner's books and records pertaining to Owner's business
operations and financial condition or the Collateral during normal business
hours. Owner shall provide any assistance required by Lender for these purposes.
All of the signatures and information pertaining to the Collateral or contained
in the books and records shall be genuine, true, accurate and complete in all
respects. Owner shall note the existence of Lender's security interest in its
books and records pertaining to the Collateral.

     18. DEFAULT. Owner shall be in default under this Agreement in the event
that Owner, Borrower or the guarantor: 

          (a)  fails to make any payment under this Agreement or any other
               indebtedness to Lender when due; 
          (b)  fails to perform any obligation or breaches any warranty or
               covenant to Lender contained in this Agreement or any other
               present or future, written or oral, agreement regarding this or
               any other indebtedness to Lender;
          (c)  provides or causes any false or misleading signature or
               representation to be provided to Lender;
          (d)  allows the Collateral to be destroyed, lost or stolen, damaged in
               any material respect, or subjected to seizure or confiscation;
          (e)  seeks to revoke, terminate or otherwise limit its liability under
               any continuing guaranty;
          (f)  permits the entry or service of any garnishment, judgment, tax
               levy, attachment or lien against Owner, any guarantor, or any of
               their property;
          (g)  dies, becomes legally incompetent, is dissolved or terminated,
               ceases to operate its business, becomes insolvent, makes an
               assignment for the benefit of creditors, or becomes the subject
               of any bankruptcy, insolvency or debtor rehabilitation
               proceeding;
          (h)  allows the Collateral to be used by anyone to transport or store
               goods, the possession, transportation, or use of which, is
               illegal; or
          (i)  causes Lender to deem itself insecure for any reason.

     19. RIGHTS OF LENDER ON DEFAULT. If there is a default under this
Agreement, Lender shall be entitled to exercise one or more of the following
remedies without notice or demand (except as required by law):

          (a)  to declare Guarantor's Obligations under this Guaranty
               immediately due and payable in full;
          (b)  to collect the outstanding obligations under this Guaranty with
               or without resorting to judicial process;
          (c)  to change Owner's mailing address, open Owner's mail, and retain
               any instruments or other remittances constituting the Collateral
               contained therein;
          (d)  to take possession of any Collateral in any manner permitted by
               law;
          (e)  to apply for and obtain, without notice and upon ex parte
               application, the appointment of a receiver for the Collateral
               without regard to Owner's financial condition or solvency, the
               adequacy of the Collateral to secure the payment or performance
               of the obligations, or the existence of any waste to the
               Collateral;
          (f)  to require Owner to deliver and make available to Lender any
               Collateral at a place reasonably convenient to Owner and Lender;
          (g)  to sell, lease or otherwise dispose of any Collateral and collect
               any deficiency balance with or without resorting to legal process
               (if notice to Borrower of the intended disposition of the
               Collateral is required by law, five (5) days notice shall
               constitute reasonable notification);
          (h)  to set-off Owner's obligations against any amounts due to Owner
               including, but not limited to, monies, instruments, and deposit
               accounts maintained with Lender; and
          (i)  to exercise all other rights available to Lender under any other
               written agreement or applicable law. Lender's rights are
               cumulative and may be exercised together, separately, and in any
               order. If notice to Owner of intended disposition of Collateral
               is required by law, five (5) days' notice shall constitute
               reasonable notification. In the event that Lender institutes an
               action to recover any Collateral or seeks recovery of any
               Collateral by way of a prejudgment remedy in an action against
               Owner, Owner waives the posting of any bond which might otherwise
               be required. Lender's remedies under this paragraph are in
               addition to those available at common law, such as setoff.

     20. WAIVER OF JURY TRIAL. LENDER AND OWNER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
TO ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THE
PROMISSORY NOTE, THIS AGREEMENT AND ANY OTHER AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONJUNCTION HEREWITH OR THEREWITH OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER MAKING THE LOAN EVIDENCED BY
THE PROMISSORY NOTE.

     21. APPLICATION OF PAYMENTS. Whether or not a default has occurred under
this Agreement, all payments made by or on behalf of Owner and all credits due
to Owner from the disposition of the Collateral or otherwise may be applied
against the amounts paid by Lender (including attorneys' fees and legal
expenses) in connection with the exercise of its rights or remedies described in
this Agreement and any interest thereon and then to the payment of the remaining
Obligations in whatever order Lender chooses.

     22. REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER. Owner shall reimburse
Lender for all amounts (including attorneys' fees and legal expenses) expended
by Lender in the performance of any action required to be taken by Owner or the
exercise of any right or remedy belonging to Lender under this Agreement,
together with interest thereon at the lower of the highest rate described in any
promissory note or credit agreement executed by Borrower or Owner or the highest
rate allowed by law from the date of payment until the date of reimbursement.
These sums shall be included in the definition of Obligations, shall be secured
by the Collateral identified in this Agreement and shall be payable upon demand.

                                       3

<PAGE>


     23. ASSIGNMENT. Owner shall not be entitled to assign any of its rights,
remedies or obligations described in this Agreement without the prior written
consent of Lender. Consent may be withheld by Lender in its sole discretion.
Lender shall be entitled to assign some or all of its rights and remedies
described in this Agreement without notice to or the prior consent of Owner in
any manner.

     24. MODIFICATION WAIVER. The modification or waiver of any of Owner's
Obligations or Lender's rights under this Agreement must be contained in writing
signed by Lender. Lender may perform any of Owner's Obligations or delay or fail
to exercise any of its rights without causing a waiver of those Obligations or
rights. A waiver on one occasion shall not constitute a waiver on any other
occasion. Owner's Obligations under this Agreement shall not be affected if
Lender amends, compromises, exchanges, fails to exercise, impairs or releases
any of the obligations belonging to any Owner or third party or any of its
rights against any Owner, third party or collateral.

     25. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of Owner and Lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     26. NOTICES. Any notice or other communication to be provided under this
Agreement shall be in writing and sent to the parties at the addresses described
in this Agreement or such other address as the parties may designate in writing
from time to time.

     27. SEVERABILITY. If any provision of this Agreement violates the law or is
unenforceable, the result of the Agreement shall remain valid.

     28. APPLICABLE LAW. This Agreement shall be governed by the laws of the
state identified in Lender's address. Owner consents to the jurisdiction and
venue of any court located in the state indicated in Lender's address in the
event of any legal proceeding under this Agreement.

     29. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Agreement. Owner
agrees to pay Lender's attorneys' fees and collection costs (subject to any
restrictions imposed by law).

     30. MISCELLANEOUS. This Agreement is executed for commercial purposes.
Owner shall supply information regarding Owner's business operations and
financial condition or the Collateral in the form and manner requested by
Lender. All information furnished by Owner to Lender shall be true, accurate and
complete in all respects. Owner and Lender agree that time is of the essence.
Owner waives presentment, demand for payment, notice of dishonor and protest
except as required by law. All references to Owner in this Agreement shall
include all parties signing below except Lender. If there is more than one
Owner, their obligations shall be joint and several. This Agreement shall remain
in full force and effect until Lender provides Owner with written notice of
termination. This Agreement and any related documents represent the complete and
integrated understanding between Owner and Lender pertaining to the terms and
conditions of those documents.

     31. ADDITIONAL TERMS:

     Owner acknowledges that Owner has read, understands, and agrees to the
terms and conditions of this Agreement.

DATED:  DECEMBER 19, 1997

OWNER:  HESCO SALES, INC.                 OWNER:

By:/s/ DONALD ENGEL                       BY:
   --------------------------                --------------------------
       DONALD ENGEL
Title: C.E.O., CHAIRMAN                   Title:
                                                -----------------------
LENDER:     OCEAN BANK                    OWNER:

                                           By:
By: /s/ ROBERT TRUJILLO                       --------------------------
   --------------------------                
        ROBERT TRUJILLO                    Title:
Title:  VICE PRESIDENT                           -----------------------

                                       4

<PAGE>


                                   SCHEDULE A

                                   SCHEDULE B

                                   SCHEDULE C

                                   SCHEDULE D

                                        5

<PAGE>


                                OWNER OF COLLATERAL

            OB                                               COMMERCIAL
         OCEAN BANK                                           SECURITY
     780 N.W. 42nd Avenue        HESCO SALES, INC.            AGREEMENT
     Miami, Florida 33126        8505 NW 74th Street
       (305) 442-2660            Miami, FL 33166
         "LENDER"

                                TELEPHONE NUMBER

      BORROWER                                    LOCATION OF COLLATERAL

HI-RISE RECYCLING SYSTEMS, INC.                   HESCO SALES, INC.
AND HESCO SALES, INC.                             8505 NW 74th STREET
16255 NW 54TH AVENUE                              Miami, FL 33166
MIAMI, FL  33014

TELEPHONE NUMBER                                  TELEPHONE NUMBER

        
     1.SECURITY INTEREST. Owner of Collateral ("Owner") grants to Lender
identified above a continuing security interest in the Collateral described
below to secure the obligations described in this Agreement.

     2.OBLIGATIONS. The Collateral shall secure the payment and performance of
all of Borrower's and Owner's present and future, joint and/or several, direct
and indirect, absolute and contingent, express and implied, indebtedness,
(including costs of collection, legal expenses and attorneys' fees incurred by
Lender upon the occurrence of a default under this Agreement, in collecting or
enforcing payment of such indebtedness, or preserving, protecting or realizing
on the Collateral herein) liabilities, obligations and covenants (cumulatively
"Obligations") to Lender pursuant to:

          (a)  this Agreement and the following promissory notes and agreements:
<TABLE>
<CAPTION>

    INTEREST         PRINCIPAL AMOUNT/           FUNDING/               MATURITY              CUSTOMER                LOAN
      RATE             CREDIT LIMIT           AGREEMENT DATE              DATE                 NUMBER                NUMBER

<S>                    <C>                       <C>                    <C>                   <C>                 <C>
    VARIABLE           $3,000,000.00             12/19/97               12/19/02                                  100937428-63
</TABLE>


          (b)  all other present or future, written, agreements between Borrower
               or Owner and Lender (whether executed for the same or different
               purposes than the preceding documents);
          (c)  all amendments, modifications, replacements or substitutions to
               any of the foregoing; and
          (d)  applicable law.

     3.COLLATERAL. The Collateral shall consist of all of the
following-described property and Owner's rights, title and interest in such
property whether now owned or hereafter acquired by Owner and wheresoever
located:

[ ]       All accounts and contract rights including, but not limited to, the
          accounts and contract rights described on Schedule A attached hereto
          and incorporated herein by this reference;

[ ]       All chattel paper including, but not limited to, the chattel paper
          described on Schedule A attached hereto and incorporated herein by
          this reference;

[ ]       All documents including, but not limited to, the documents described
          on Schedule A attached hereto and incorporated herein by this
          reference;

[ ]       All equipment, including, but not limited to, the equipment described
          on Schedule A attached hereto and incorporated herein by this
          reference;

[ ]       All fixtures, including, but not limited to, the fixtures located or
          to be located on the real property described on Schedule B attached
          hereto and incorporated herein by this reference;

[ ]       All general intangibles including, but not limited to, the general
          intangibles described on Schedule A attached hereto and incorporated
          herein by this reference;

[ ]       All instruments including, but not limited to, the instruments
          described on Schedule A attached hereto and incorporated herein by
          this reference;

 [ ]      All inventory including, but not limited to, the inventory described
          and located at the locations indicated on Schedule A attached hereto
          and incorporated herein by this reference;

[ ]       All minerals or the like located on or related to the real property
          described on Schedule B attached hereto and incorporated herein by
          this reference;

[ ]       All standing timber located on the real property described on Schedule
          B attached hereto and incorporated herein by this reference;

[x]       Other: SEE EXHIBIT "A"

All monies, instruments, and savings, checking or other deposit accounts that
are now or in the future in Lender's custody or control (excluding IRA, Keogh,
trust accounts, and deposits subject to tax penalties if so assigned);

All accessions, accessories, additions, amendments, attachments, modifications,
replacements and substitutions to any of the above;

All proceeds and products of any of the above;

All policies of insurance pertaining to any of the above as well as any proceeds
and unearned premiums pertaining to such policies; and

All books and records pertaining to any of the above.


<PAGE>


     4.OWNER'S TAXPAYER IDENTIFICATION. Owner's social security number or
federal taxpayer identification number is: 59-1700672.

     5. RESIDENCY/LEGAL STATUS. Owner is a resident of the state of: N/A Owner
is a: [X] Corporation; [ ] Partnership; [ ] Non-Profit Association; [ ] duly
organized, validly existing and in good standing under the laws of the State of
Florida .

     6. REPRESENTATIONS, WARRANTIES AND COVENANTS: Owner represents, warrants
and covenants to Lender that:

          (a) Owner is and shall remain the sole owner of the Collateral;

          (b) Neither Owner nor, to the best of Owner's knowledge, any other
              party has used, generated, released, discharged, stored, or
              disposed of any hazardous waste, toxic substance, or related
              material (cumulatively "Hazardous Materials") or transported any
              Hazardous Materials. Owner shall not commit or permit such actions
              to be taken in the future. The term "Hazardous Materials" shall
              mean any substance, material, or waste which is or becomes
              regulated by any governmental authority including, but not limited
              to, (i) petroleum; (ii) asbestos; (iii) polychlorinated biphenyls;
              (iv) those substances, materials or wastes designated as a
              "hazardous substance" pursuant to Section 311 of the Clean Water
              Act or listed pursuant to Section 307 of the Clean Water Act or
              any amendments or replacements to these statutes; (v) those
              substances, materials or wastes defined as a "hazardous waste"
              pursuant to Section 1004 of the Resource Conservation and Recovery
              Act or any amendments or replacements to that statute; or (vi)
              those substances, materials or wastes defined as a "hazardous
              substance" pursuant to Section 101 of the Comprehensive
              Environmental Response, Compensation and Liability Act, or any
              amendments or replacements to that statute;

          (c) Owner's chief executive office, chief place of business, office
              where its business records are located, or residence is the
              address identified above. Owner's other executive offices, places
              of business, locations of its business records, or domiciles are
              described on Schedule C attached hereto and incorporated herein by
              this reference. Owner shall immediately advise Lender in writing
              of any change in or addition to the foregoing addresses;

          (d) Owner shall not become a party to any restructuring of its form of
              business or participate in any consolidation, merger, liquidation
              or dissolution without providing Lender with thirty (30) or more
              days' prior written notice of such change;

          (e) Owner shall notify Lender of the nature of any intended change of
              Owner's name, or the use of any trade name, and the effective date
              of such change;

          (f) The Collateral is and shall at all times remain free of all tax
              and other liens, security interests, encumbrances and claims of
              any kind except for those belonging to Lender and those described
              on Schedule D attached hereto and incorporated herein by this
              reference. Without waiving the event of default as a result
              thereof, Owner shall take any action and execute any document
              needed to discharge the foregoing liens, security interests,
              encumbrances and claims;

          (g) Owner shall defend the Collateral against all claims and demands
              of all persons at any time claiming any interest therein;

          (h) All of the goods, fixtures, minerals or the like, and standing
              timber constituting the Collateral is and shall be located at
              Owner's executive offices, places of business, residence and
              domiciles specifically described in this Agreement. Owner shall
              not change the location of any Collateral without the prior
              written consent of Lender;

          (i) Owner shall provide Lender with possession of all chattel paper
              and instruments constituting the Collateral, and Owner shall
              promptly mark all chattel paper, instruments, and documents
              constituting the Collateral to show that the same are subject to
              Lender's security interest;

          (j) All of Owner's accounts or contract rights; chattel paper;
              documents; general intangibles; instruments; and federal, state,
              county, and municipal government and other permits, licenses,
              trusts, liens, contracts, leases, and agreements constituting the
              Collateral are and shall be valid, genuine and legally enforceable
              obligations and rights belonging to Owner against one or more
              third parties and not subject to any claim, defense, set-off or
              counterclaim of any kind;

          (k) Owner shall not amend, modify, replace, or substitute any account
              or contract right; chattel paper; document; general intangible; or
              instrument constituting the Collateral without the prior written
              consent of Lender;

          (l) Owner has the right and is duly authorized to enter into and
              perform its obligations under this Agreement. Owner's execution
              and performance of these obligations do not and shall not conflict
              with the provisions of any statute, regulation, ordinance, rule of
              law, contract or other agreement which may now or hereafter be
              binding on Owner;

          (m) No action or proceeding is pending against Owner which might
              result in any material or adverse change in its business
              operations or financial condition or materially affect the
              Collateral;

          (n) Owner has not violated and shall not violate any applicable
              federal, state, county or municipal statute, regulation or
              ordinance (including but not limited to those governing Hazardous
              Materials) which may materially and adversely affect its business
              operations or financial condition or the Collateral;

          (o) Owner shall, upon Lender's request, deposit all proceeds of the
              Collateral into an account or accounts maintained by Owner or
              Lender at Lender's institution; and

          (p) This Agreement and the obligations described in this Agreement are
              executed and incurred for business and not consumer purposes.

     7. SALE OF COLLATERAL. Owner shall not assign, convey, lease, sell or
transfer any of the Collateral to any third party without the prior written
consent of Lender except for sales of inventory to buyers in the ordinary course
of business.

     8. FINANCING STATEMENTS AND OTHER DOCUMENTS. Owner shall take all actions
and execute all documents required by Lender to attach, perfect and maintain
Lender's security interest in the Collateral and establish and maintain Lender's
right to receive the payment of the proceeds of the Collateral including, but
not limited to, executing and financing statements, fixture filings,
continuation statements, notices of security interest and other documents
required by the Uniform Commercial Code and other applicable law. Owner shall
pay the costs of filing such documents in all offices wherever filing or
recording is deemed by Lender to be necessary or desirable. In lieu of filing
security agreements, financing statements, and effective financing statements,
Lender shall be entitled to perfect its security interest in the Collateral by
filing carbon, photographic or other reproductions of the aforementioned
documents with any authority required by the Uniform Commercial Code or other
applicable law. Lender may execute and file any financing statements, as well as
extensions, renewals and amendments of financing statements in such form as
Lender may require to perfect and maintain perfection of any security interest
granted in this Agreement.

                                       2


<PAGE>

     9. INQUIRIES AND NOTIFICATION TO THIRD PARTIES. Owner hereby authorizes
Lender to contact any third party and make any inquiry pertaining to Owner's
financial condition or the Collateral. In addition, Lender is authorized to
provide oral or written notice of its security interest in the Collateral to any
third party.

     10. COLLECTION INDEBTEDNESS FROM THIRD PARTIES. Lender shall be entitled to
notify, and upon the request of Lender, Owner shall notify any account debtor or
other third party (including, but not limited to, insurance companies) to pay
any indebtedness or obligation owing to Owner and constituting the Collateral
(cumulatively "Indebtedness") to Lender whether or not a default exists under
this Agreement. Owner shall diligently collect the Indebtedness owning to Owner
from its account debtors and other third parties until the giving of such
notification. In the event that Owner possesses or receives possession of any
instruments or other remittances with respect to the Indebtedness following the
giving of such notification or if the instruments or other remittances
constitute the prepayment of any Indebtedness or the payment of any insurance
proceeds, Owner shall hold such instruments and other remittances in trust for
Lender apart from its other property, endorse the instruments and other
remittances to Lender, and immediately provide Lender with possession of the
instruments and other remittances. Lender shall be entitled, but not required,
to collect (by legal proceedings or otherwise), extend the time for payment,
compromise, exchange or release or release any obligor or collateral upon, or
otherwise settle any of the Indebtedness whether or not an event of default
exists under this Agreement. Lender shall not be liable to Owner for any action,
error, mistake, omission or delay pertaining to the actions described in this
paragraph or any damages resulting therefrom.

     11. POWER OF ATTORNEY. Owner hereby appoints Lender as its attorney-in-fact
to endorse Owner's name on all instruments and other remittances payable to
Owner with respect to the Indebtedness or other documents pertaining to Lender's
actions in connection with the Indebtedness. In addition, Lender shall be
entitled, but not required, to perform any action or execute any document
required to be taken or executed by Owner under this Agreement. Lender's
performance of such action or execution of such documents shall not relieve
Owner from any obligation or cure any default under this Agreement. The powers
of attorney described in this paragraph are coupled with an interest and are
irrevocable.

     12. USE AND MAINTENANCE OF COLLATERAL. Owner shall use the Collateral
solely in the ordinary course of its business, for the usual purposes intended
by the manufacturer (if applicable), with due care, and in compliance with the
laws, ordinances, regulations, requirements and rules of all federal, state,
county and municipal authorities including environmental laws and regulations
and insurance policies. Owner shall not make any alterations, additions or
improvements to the Collateral without the prior written consent of Lender.
Without limiting the foregoing, all alterations, additions and improvements made
to the Collateral shall be subject to the security interest belonging to Lender,
shall not be removed without the prior written consent of Lender, and shall be
made at Owner's sole expense. Owner shall take all actions and make any repairs
or replacements needed to maintain the Collateral in good condition and working
order.

     13. LOSS OR DAMAGE. Owner shall bear the entire risk of any loss, theft,
destruction or damage (cumulatively "Loss or Damage") to all or any part of the
Collateral. In the event of any Loss or Damage, Owner will either restore the
Collateral to its previous condition, replace the Collateral with similar
property acceptable to Lender in its sole discretion, or pay or cause to be paid
to Lender the decrease in the fair market value of the affected Collateral.

     14. INSURANCE. The Collateral will be kept insured for its full value
against all hazards including loss or damage caused by fire, collision, theft or
other casualty. If the Collateral consists or a motor vehicle, Owner will obtain
comprehensive and collision coverage in amounts at least equal to the actual
cash value of the vehicle with deductibles not to exceed $500. Owner may obtain
insurance on the Collateral from such companies as are acceptable to Lender in
its sole discretion. The insurance policies shall require the insurance company
to provide Lender with at least thirty (30) days' written notice before such
policies are altered or cancelled in any manner. The insurance policies shall
name Lender as a loss payee and provide that no act or omission of Owner or any
other person shall affect the right of Lender to be paid the insurance proceeds
pertaining to the loss or damage of the Collateral. In the event Owner fails to
acquire or maintain insurance, Lender (after providing notice as may be required
by law) may in its discretion procure appropriate insurance coverage upon the
Collateral and charge the insurance cost as an advance of principal under the
promissory note. Owner shall furnish Lender with evidence of insurance
indicating the required coverage. Lender may act as attorney-in-fact for Owner
in making and settling claims under insurance policies, canceling any policy or
endorsing Owner's name or any draft or negotiable instrument drawn by any
insurer.

     15. INDEMNIFICATION. Lender shall not assume or be responsible for the
performance of any of Owner's obligations with respect to the Collateral under
any circumstances. Owner shall immediately provide Lender with written notice of
and indemnify and hold Lender and its shareholders, directors, officers,
employees and agents harmless from all claims, damages, liabilities (including
attorneys' fees and legal expenses), causes of action, actions, suits and other
legal proceedings (cumulatively "Claims") pertaining to its business operations
or the Collateral including, but not limited to, those arising from Lender's
performance of Owner's obligations with respect to the Collateral. Owner, upon
the request of Lender, shall hire legal counsel to defend Lender from such
Claims, and pay the attorneys' fees, legal expenses and other costs incurred in
connection therewith. In the alternative, Lender shall be entitled to employ its
own legal counsel to defend such Claims at Owner's cost.

     16. TAXES AND ASSESSMENTS. Owner shall execute and file all tax returns and
pay all taxes, licenses, fees and assessments relating to its business
operations and the Collateral (including, but not limited to, income taxes,
personal property taxes, withholding taxes, sales taxes, use taxes, excise taxes
and workers' compensation premiums) in a timely manner.

     17. INSPECTION OF COLLATERAL AND BOOKS AND RECORDS. Owner shall allow
Lender or its agents to examine, inspect and make abstracts and copies of the
Collateral and Owner's books and records pertaining to Owner's business
operations and financial condition or the Collateral during normal business
hours. Owner shall provide any assistance required by Lender for these purposes.
All of the signatures and information pertaining to the Collateral or contained
in the books and records shall be genuine, true, accurate and complete in all
respects. Owner shall note the existence of Lender's security interest in its
books and records pertaining to the Collateral.

     18. DEFAULT. Owner shall be in default under this Agreement in the event
that Owner, Borrower or the guarantor:

          (a)  fails to make any payment under this Agreement or any other
               indebtedness to Lender when due;

          (b)  fails to perform any obligation or breaches any warranty or
               covenant to Lender contained in this Agreement or any other
               present or future, written or oral, agreement regarding this or
               any other indebtedness to Lender;

          (c)  provides or causes any false or misleading signature or
               representation to be provided to Lender;

          (d)  allows the Collateral to be destroyed, lost or stolen, damaged in
               any material respect, or subjected to seizure or confiscation;

          (e)  seeks to revoke, terminate or otherwise limit its liability under
               any continuing guaranty;

          (f)  permits the entry or service of any garnishment, judgment, tax
               levy, attachment or lien against Owner, any guarantor, or any of
               their property;

          (g)  dies, becomes legally incompetent, is dissolved or terminated,
               ceases to operate its business, becomes insolvent, makes an
               assignment for the benefit of creditors, or becomes the subject
               of any bankruptcy, insolvency or debtor rehabilitation
               proceeding;


                                       3


<PAGE>


          (h)  allows the Collateral to be used by anyone to transport or store
               goods, the possession, transportation, or use of which, is
               illegal; or

          (i)  causes Lender to deem itself insecure for any reason.

     19. RIGHTS OF LENDER ON DEFAULT. If there is a default under this
Agreement, Lender shall be entitled to exercise one or more of the following
remedies without notice or demand (except as required by law):

          (a)  to declare Guarantor's Obligations under this Guaranty
               immediately due and payable in full;

          (b)  to collect the outstanding obligations under this Guaranty with
               or without resorting to judicial process;

          (c)  to change Owner's mailing address, open Owner's mail, and retain
               any instruments or other remittances constituting the Collateral
               contained therein;

          (d)  to take possession of any Collateral in any manner permitted by
               law;

          (e)  to apply for and obtain, without notice and upon ex parte
               application, the appointment of a receiver for the Collateral
               without regard to Owner's financial condition or solvency, the
               adequacy of the Collateral to secure the payment or performance
               of the obligations, or the existence of any waste to the
               Collateral;

          (f)  to require Owner to deliver and make available to Lender any
               Collateral at a place reasonably convenient to Owner and Lender;

          (g)  to sell, lease or otherwise dispose of any Collateral and collect
               any deficiency balance with or without resorting to legal process
               (if notice to Borrower of the intended disposition of the
               Collateral is required by law, five (5) days notice shall
               constitute reasonable notification);

          (h)  to set-off Owner's obligations against any amounts due to Owner
               including, but not limited to, monies, instruments, and deposit
               accounts maintained with Lender; and

          (i)  to exercise all other rights available to Lender under any other
               written agreement or applicable law.

          Lender's rights are cumulative and may be exercised together,
          separately, and in any order. If notice to Owner of intended
          disposition of Collateral is required by law, five (5) days' notice
          shall constitute reasonable notification. In the event that Lender
          institutes an action to recover any Collateral or seeks recovery of
          any Collateral by way of a prejudgment remedy in an action against
          Owner, Owner waives the posting of any bond which might otherwise be
          required. Lender's remedies under this paragraph are in addition to
          those available at common law, such as setoff.

     20. WAIVER OF JURY TRIAL. LENDER AND OWNER HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
TO ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THE
PROMISSORY NOTE, THIS AGREEMENT AND ANY OTHER AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONJUNCTION HEREWITH OR THEREWITH OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER MAKING THE LOAN EVIDENCED BY
THE PROMISSORY NOTE.

     21. APPLICATION OF PAYMENTS. Whether or not a default has occurred under
this Agreement, all payments made by or on behalf of Owner and all credits due
to Owner from the disposition of the Collateral or otherwise may be applied
against the amounts paid by Lender (including attorneys' fees and legal
expenses) in connection with the exercise of its rights or remedies described in
this Agreement and any interest thereon and then to the payment of the remaining
Obligations in whatever order Lender chooses.

     22. REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER. Owner shall reimburse
Lender for all amounts (including attorneys' fees and legal expenses) expended
by Lender in the performance of any action required to be taken by Owner or the
exercise of any right or remedy belonging to Lender under this Agreement,
together with interest thereon at the lower of the highest rate described in any
promissory note or credit agreement executed by Borrower or Owner or the highest
rate allowed by law from the date of payment until the date of reimbursement.
These sums shall be included in the definition of Obligations, shall be secured
by the Collateral identified in this Agreement and shall be payable upon demand.

     23. ASSIGNMENT. Owner shall not be entitled to assign any of its rights,
remedies or obligations described in this Agreement without the prior written
consent of Lender. Consent may be withheld by Lender in its sole discretion.
Lender shall be entitled to assign some or all of its rights and remedies
described in this Agreement without notice to or the prior consent of Owner in
any manner.

     24. MODIFICATION WAIVER. The modification or waiver of any of Owner's
Obligations or Lender's rights under this Agreement must be contained in writing
signed by Lender. Lender may perform any of Owner's Obligations or delay or fail
to exercise any of its rights without causing a waiver of those Obligations or
rights. A waiver on one occasion shall not constitute a waiver on any other
occasion. Owner's Obligations under this Agreement shall not be affected if
Lender amends, compromises, exchanges, fails to exercise, impairs or releases
any of the obligations belonging to any Owner or third party or any of its
rights against any Owner, third party or collateral.

     25. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of Owner and Lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     26. NOTICES. Any notice or other communication to be provided under this
Agreement shall be in writing and sent to the parties at the addresses described
in this Agreement or such other address as the parties may designate in writing
from time to time.

     27. SEVERABILITY. If any provision of this Agreement violates the law or is
unenforceable, the result of the Agreement shall remain valid.

     28. APPLICABLE LAW. This Agreement shall be governed by the laws of the
state identified in Lender's address. Owner consents to the jurisdiction and
venue of any court located in the state indicated in Lender's address in the
event of any legal proceeding under this Agreement.

     29. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Agreement. Owner
agrees to pay Lender's attorneys' fees and collection costs (subject to any
restrictions imposed by law).

     30. MISCELLANEOUS. This Agreement is executed for commercial purposes.
Owner shall supply information regarding Owner's business operations and
financial condition or the Collateral in the form and manner requested by
Lender. All information furnished by Owner to Lender shall be true, accurate and
complete in all respects. Owner and Lender agree that time is of the essence.
Owner waives presentment, demand for payment, notice of dishonor and protest
except as required by law. All references to Owner in this Agreement shall
include all parties signing below except Lender. If there is more than one
Owner, their obligations shall be joint and several. This Agreement shall remain
in full force and effect until Lender provides


                                       4


<PAGE>


Owner with written notice of termination. This Agreement and any related
documents represent the complete and integrated understanding between Owner and
Lender pertaining to the terms and conditions of those documents.

     31. ADDITIONAL TERMS:

     Owner acknowledges that Owner has read, understands, and agrees to the
terms and conditions of this Agreement.

DATED:  DECEMBER 19, 1997

OWNER:  HESCO SALES, INC.                           OWNER:

By: /s/ DONALD ENGEL                                 BY:
--------------------------                              ------------------------
        DONALD ENGEL
Title:  C.E.O., CHAIRMAN                             Title:
                                                           ---------------------

LENDER:     OCEAN BANK                               OWNER:

By: /s/ ROBERT TRUJILLO                              By:
---------------------------                             ------------------------
        ROBERT TRUJILLO
Title:  VICE PRESIDENT                               Title:
                                                           ---------------------


                                       5

<PAGE>


                                   SCHEDULE A

                                   SCHEDULE B

                                   SCHEDULE C

                                   SCHEDULE D


                                       6


<PAGE>


HESCO SALES CO. A319
8505 NW 74 Street, Miami, Florida
October 29, 1997

     QUANTITY

          1    Word processor, w/ monitor, Brother WP7550J, Whisper Writer
          1    Portable file, wire

                                   DATA ENTRY

          2    Chair, guest
          1    Chair, task
          1    Checkwriter, Paymaster 8000
          2    Calculator, T15045SV
          1    Terminal, WYSE, WY370, 14"
          1    Typewriter, Brother WP-1700 MDS, 1.44 mb
          1    Computer, tower, 1200 mb, Tape backup, w/ Micro Q monitor 1460,
               13"; w/ UPS Power Backer 360; w/ Boca modem V.34; w/ U.S.
               Robotics modem 14.4
          1    Printer, OkiData 321
          1    Work center, mica, w/ 48 slot hutch 30 x 65 + 30 + 32 + 84
          1    Work center, mica, two lateral files, 20 x 75

                                     KITCHEN

          1    Microwave, Sanyo
          1    Toaster oven, Black & Decker
          1    Refrigerator/freezer, Compact, Sears Model 92SO2, 5.7 cu. ft.
          1    Paper towel dispenser roll
          1    Blender, Hamilton Beach
          1    Fryer, Dazey, Pick A Pocket Plus

                                    FILE ROOM

          3    File cabinets, four drawer letter
          2    File cabinets, four drawer legal, fireproof
          8    File cabinet, four drawer legal
          1    File cabinet, three drawer legal
          1    Safe, floor, data storage, 5' x 30 x 25
          1    Stool, vinyl/metal
          1    Lot, miscellaneous equipment
                    1 sorter, 20 bin
                    2 printer, DM 
                    3 calculators
                    1 binder
                    1 IBM typewriter

                                     STORAGE

          1    Generator, portable, Honda EM600, 600 VA
          3    Bookcases, mica, 5 shelf, 7' x 32"
          1    Bookcase, mica, 7 shelf, 7' x 30 + 18
          1    Key cabinet, metal, 17 x 14 x 3

                                 CONFERENCE ROOM

          1    Flat file, metal, eleven drawer, 28"
          1    Calculator, T15032, digital
          1    Slide projector, Bell & Howell, 3 Dimension, TDC Selectron Viewer
          1    Calculator, Facit
          9    Chairs, junior executive, fabric, chrome base
          1    Sofa, leather style, 3 cushion, 83"
          1    Table, conference, mica, 5' x 124"
          1    Wall unit, mica, three section, 7' x 121
          1    Monitor, 9", security, Panasonic
          1    Printer, Epson, T15130
          1    Computer, tower, w/ tape backup
          1    Television, 19" Panasonic, w/ remote
          1    VCR, RCA
          1    Monitor, DataS, 13"
          1    Video Recorder, Sony AV3650

                                       7

<PAGE>

HESCO SALES CO. A319
8505 NW 74 Street, Miami, Florida
October 29, 1997

     QUANTITY

                                 OFFICE MANAGER

          2    Chairs, guest
          1    Chair, task
          1    Work center, mica, w/ hutch, four doors, 36 x 72 + 41 + 72
          1    Calculator, T15630
          2    Radio, portable, Motorola P110 and charger
          1    Terminal, WYSE WY60, 14"
          1    Computer tower, w/ CD; w/ Hurricane Systems 14" 14V39 monitor; w/
               Colorado T1000E tape backup
          1    Printer, Panasonic, KXP4430 Laser
          1    Typewriter, Brother WP3900
          1    Table, typing, mica
          3    Files, lateral, two drawer, mica
          1    Letter opener, Boston P400

                                  PLANT MANAGER

          2    Sectional chairs, vinyl, peach
          1    Drop safe, metal, 10 x 12 x 12
          1    Corner unit, mica, 16 x 37 x 37
          1    Chair, task
          1    Organizer, Rolodex, electronic
          1    Calculator, Sharp EL 1197GH
          1    Work center, mica, U-shaped, plus w/ hutch, 30 x 64 + 28 + 38 +
               54 + 56

/s/ DONALD ENGEL
------------------------------
DONALD ENGEL
C.E.O. & CHAIRMAN OF THE BOARD

HESCO SALES CO. A319
8505 NW 74 Street, Miami, Florida
October 29, 1997

     QUANTITY

          1    Printer, HP Deskset 600C
          1    Computer, HP Legend 4610 Tower, w/ 1020 13" monitor; w/ speakers

                                      HALL

          1    Telephone system, AT&T Merlin 1030; w/ Page Pac Amplicenter 100;
               w/ GE answering machine; w/ ten desk telephones BIS-34D

                               PRESIDENT'S OFFICE

          1    Desk, mica, custom, 36 x72
          1    Credenza, mica, custom, 6 lateral files, 6 doors, 21 x 2' + 150"
          2    Chairs, guest, leather style, metal base
          1    Cart, portable, plastic, two tier
          1    Table, typing, mica
          1    Transcribing machine, Sony BM25
          1    Computer, Apple MacIntosh SE30; w/ 9" monitor; w/ Radius 14"
               monitor
          1    Globe, floor model, wood
          1    Organizer, Rolodex 64K
          1    Lot, decorative frames
          1    Chair, high back, executive, leather, metal base
          1    Notebook, AT&T, Globalyst 250

                                    STOREROOM

          6    Metal cubby hole racks, 56 cubes per rack
          2    Metal cabinets, 48 x 108
          1    Toledo scale, 1,000 lbs. Floor model, Model 4182A, S/N
               7709645-74T Metal storage shelving
                    4 sections, 48 x 25 x 60
                    2 sections, 48 x 25 x 96
                    48 sections, 48 x 25 x 120

                                   PAINT SHOP

          1    Building, steel construction, paint shop, w/overhead doors, 60
               ft. x 30 ft.

                                       8

<PAGE>


      QUANTITY

          1    Building, steel construction, paint shop, w/overhead doors, 30
               ft. x 30 ft.
          6    Paint pumps, 30.1. w/commercial mach #2, paint guns
          50   Trolley rail rollers

                                MAINTENANCE SHOP

          2    Golf carts, #55
          1    FMC Sweeper, Model 66AD, S/N 66/1778 (in for repairs)
          1    Sweeper mate
          1    Comet 4" pump on portable stand
          1    Table vise
          1    Table polisher
          1    Compressor, Ingersoll-Rand, Type 30, Model H2072A, S/N 229831,
               5+5, 31/2x 4
          2    Compressor, 10 gal. (parts only)
          1    Lot, including but not limited to the following items, all in
               shop for repair or parts: Lincoln Welder 250, Dayton SCR Grinder,
               metal horses, welding hoses, motors, Lincoln Welder SP200, Miller
               Welder 250TS
          1    Fremont Phosphatizing System 1600, alkaline pre-wash

                                  SALES OFFICE

               LOBBY
          1    Sectional sofa, peach vinyl, 84" - 36" - 30"
          3    Decorative wall art, by Richard George, w/ o/p 44 x 14 1/2D
          1    Pedestal, mica 28 x 13 D
          1    Desk, reception, mica, curved, one pedestal, two drawer, 37 1/2x
               87 + 40
          1    Chair, task, vinyl
          1    File cabinet, letter, 2 drawer
          1    Terminal, WYSE, WY-60, 14"
          1    Typewriter, Brother WP3900DS, w/monitor, Brother CT-1050, 12"
          1    Credenza, mica, 2 drawer, w/hutch, 72"
          1    Monitor, security, Burke, TC1910A, B/W, 9", w/2 cameras (one
               camera not generating)
          1    Monitor, Kayo, no number, 9"
          1    Lot, desk accessories
          1    Board, cork, 18" x 24"

               CUBICLE AREA
          4    Chairs, task, vinyl
          1    Binding machine, Ibico, Ibimatic
          1    Scanner, Mustek, MPS-6000CX, flat

/s/ DONALD ENGEL
------------------------------
DONALD ENGEL
C.E.O. & CHAIRMAN OF THE BOARD

HESCO SALES CO. A319
8505 NW 74 Street, Miami, Florida
October 29, 1997

     QUANTITY

          1    Printer, Apple, Laserwriter NTR, M2000
          1    Computer, tower, HP, w/Colorado T1000 tape backup; CD, PC2; HD
               1.99; 64 mb RAM; Pentium 133; w/MicroQ monitor 1460i, 13"
          1    Lamp, flex arm, metal
          1    Work station, mica, 2 pedestal, four sections, 24 x 84 + 81
          1    File cabinet, letter, two drawer
          1    Fax, Murata F70
          1    Printer stand, mica, two drawer, portable
          1    Copier, Gestetner 2130Z (not operating)
          1    Copier, Gestetner 2430 w/stand
          1    Stand, copier, metal, 32"
          1    Paper cutter, Buddy Products, 12"
          1    Calculator, T15045SV
          1    File cabinet, letter, two drawer
          1    File cabinet, lateral, 2 drawer, 30"
          1    Work center, mica, 36 x 72 + 50
          1    Calculator, TI5032, printing
          1    Work center, mica, 24 x 84 + 78
          2    Radio, portable, Motorola P100
          1    Docking, charging station, Motorola, w/6 radio stations
          1    Terminal, WYSE, WY-60, 14"

                                       9

<PAGE>

      QUANTITY

          1    Computer tower
          1    Chair, junior executive, fabric chrome base
          1    Chair, guest, vinyl/metal
          1    Chair, task, vinyl
          1    Typewriter, Brother WP-3410, w/monitor, Brother, amber CT 1050,
               12"
          1    Radio Motorola P110, radios w/charger
          1    Computer, tower, w/1460 DL Goldstar, 13"
          1    Printer, Okidata 321
          1    Workcenter, mica, U-shaped, w/hutch, 30 x 65 + 30 + 36 + 65
          1    Portable file, wire basket
          1    Calculator, T1504511

               ACTION ENVIRONMENTAL
          1    Chair, guest, vinyl/metal
          1    Step stool, chrome
          1    Chair, task, vinyl
          1    Computer, IBM PS1 Consultant, Model 2168A-56C, w/ CD, w/PSI 14"
               monitor, 73G3241 9/93
          1    A./B switch
          1    Computer work center, mica, 26"
          1    Printer, Sharp JX400
          1    Printer, Citizen GSX2200
          1    Desk, secretarial, mica, 30 x 65
          1    Storage cabinet, mica, two drawer, two doors, 6' x 38" X 20"

               PURCHASING
          2    Chairs, guest, vinyl/metal
          1    Chair, task, vinyl
          1    Organizer, Rolodex, The Electrodex Plus
          1    Desk, mica, double pedestal, 30 x 65
          1    Table, mica, portable, 30"
          1    Terminal, WYSE WY60
          2    Bookcases, mica, 4 shelf, 24 x 6'
          1    Bookcase, mica, 1 shelf, two drawer, 40 x 48 x 18
          1    Board, cork, wood frame, 18 x 24

               MANAGER/PAYROLL
          2    Chairs, guest, vinyl/metal
          1    Chair, task/vinyl
          1    Organizer, Rolodex 64K
          1    Desk, double pedestal, mica, 30 x 65
          1    Table, mica, 36"
          1    Terminal, WYSE, WY60, 14"
          1    Printer, OkiData 321
          1    File cabinet, two drawer letter
          1    Work center, mica, custom w/hutch, C-shaped, 20 x 72 + 22 + 56
          1    Check signer, Paymaster 8500 series

                                    VEHICLES

          1    1989 Chevy truck, VIN 1GBJ7D1Y8KV114625, 65,501 miles
          1    1989 Kalyn trailer, VIN 1K9348216K1005173
          1    1991 Chevy truck, VIN 1GBL7H1J4MJ100217, 500,288 miles
          1    1990 Kalyn trailer, VIN 1K9E48242L1005148
          1    1991 Chevy Kodiak C70, VIN 1GBL7H1J9MJ104926, 500,831 miles
          1    1991 Kalyn trailer, VIN 1K9E48238M1005339
          1    1993 Kalyn trailer, VIN 1KF9E482441105027
          1    1982 Mack truck, VIN GM111ASCB013939, 239,334 miles
          1    1994 GMC truck, VIN 1GDJ6H1J6RJ504578, 332,305 miles
          1    1994 Kalyn trailer, VIN 1K9F4823XP1005397
          1    1994 Kalyn trailer, VIN IK9F823P1005396
          1    1984 Mack truck, VIN 1M1W129Y9EA020941
          1    1987 Aspt trailer, VIN FLT34362
          1    1990 Ford pickup, VIN 1FTDF15Y81NB18891
          1    1990 Ford F800, VIN 1FDXK85P51VA34645
          1    1970 Lufk trailer, VIN 30247

                                      PLANT

          1    Table grinder, Chicago tool,3/4hp, Model 987S, S/N B777072
          1    Wilton table vise, 6"
          2    General Electric generators, 400 volts, 3 phrase Model 9T2383872
          1    Bosch sander/polisher, Model 1357
          1    Powermatic Band Saw, S/N 67-3790

                                       10

<PAGE>

      QUANTITY

          1    Delta Rockwell power drill, Model 15-017, S/N 1533254
          1    Cummins 9 speed drill press, Model C117F, 5/8" chuck, spindle
               mount #2
          1    Mubea punch press, Model K3L45-20, Optima
          1    Enco Turret milling machine, S/N 2041091, 1982
          1    Enco single speed lathe, Model 1236, S/N 10105
          1    Lincoln spot welder
          1    Mubea Ironworker Model KBL88-6F, S/N 135A/29506, 1972
          1    Do All bank saw machine, 1 1/4", Model C305A, S/N 497-921-85
          1    Do All Bank saw, 1", no model or serial number
          1    Cincinnati Shear, Model 2512, S/N 19405, 3/8" x 120" capacity,
               front operating power back gauge
          1    Cincinnati Press Brakes, 9 series x 10 ft., S/N 36865, 3" stroke,
               225 ton, bed length 12 ft.
          1    Cincinnati Press Brakes, 5 series x 8 ft., S/N 37675, 1969, bed
               length 10 ft., 135 ton
          1    Stamco roll formers
          1    Warco press brake, no model or serial number.
          1    Edwards stamping press, no model or serial number
          1    R&K stamping press, Model 4 1/2, S/N 3076/14
          1    Rousselle stamping press, Model 4F, S/N 13391
          1    Bliss press, Model 6, S/N 341P
          1    Edwards press, Model EG2, 31/4
          1    Cincinnati Shear Model 2512, Hydraulic, S/N 33721, front support
               arms
          1    Cincinnati Shear, Model 1408, power square shearing, S/N 19687,
               3/16"
          1    Bronx press, 30 ton, S/N 23855, Model L2030
          1    Bliss press, Model 20C
          1    Wysong and Miles power squaring shear, no model or serial number
          1    Webb drill press, S/N 800641, 1980
          1    Portable transformer
          1    Multi-press Model NT127L-C404, S/N 30995
          1    Dewalt arm saw Model M80, S/N 127498
          1    Sears Craftsman Miter saw, 3 hp
          1    Makita cut-off saw, Model 2414
          1    Punch press, Sweeney blocksidge #9
          1    Aeroquip crimp machine, Model FT1330
          1    Aeroquip vise, 8"
          1    Cummins drill press, 12 speed, Model 114, 5/8"
          1    Grinder floor model (poor shape)
          1    Sears Craftsman hand grinder

                                    TOOL SHOP

          1    Lathe welding machine cylinders, 9 1/2x 33, S/N 6246060, auto
               controls
          1    Table vise, Cleveland 6"
          1    Table grinder
          1    Skill hand grinder, 4 hp.
          1    Bosch hand rip saw
          1    Hydraulic 5 ton press, no model or serial number
          1    Town radial drill, Model Marers, S/N 5110
          1    Sharp planer, Boyer & Schultz, Model 612, S/N 20926
          1    Alba Speillo sweeper, Model BEC, S/N 148469-40
          1    Doringer floor model saw, Model D350, S/N 19126
          1    Buffalo dual grinder, Model B-8D,3/4hp., S/N 1134
          1    Table saw, Model 115-12A, S/N 12101
          1    Lathe, Shell Tellus, S/N 251169
          1    Lathe, Holbrook Model B, spindle speed, Model 17
          1    Lathe, Lang, Model 20/108, w/Mitutoyo setting, Model LLDR100
          1    Tool die clamp machine
          1    Lathe, Warner & Swasey, Model 1420, no serial number, square head
          1    Milling machine index 9 x 41, Model 645, S/N 6458813
          1    Lot, assorted dies
          1    Milling machine, Model FYAS32, 12 x 62, S/N 7534, 1968
          1    Victoria milling machine, 12 x 48, S/N BEC2659
          1    Royal cut off saw, 14", S/N 072873
          1    Aeroquip crimp machine, Model FT1330
          1    Wells grinder, Model HDOD, S/N 10773
          1    Hand held grinder
          1    Lot, assorted hand held tools
          1    Waber tool cut-off saw
          1    Lot, couplings, assorted sizes
          1    Powermatic drill machine, Model 1200, S/N 2-3679-2
          1    Victoria drill press (parts only)
          1    Coleman Powermate generator, Model PM1500
          1    Snap on fast charger, Model BC4200


                                       11


<PAGE>

QUANTITY

                                  MISCELLANEOUS

          3    Cantilever racks, 60", double sided
          5    Work tables, metal; 48" x 72"
          1    Metal storage cabinets, 56 sections, 12 x 48
          3    Metal cabinet, 4 shelves, 26 x 72
          2    Cantilever racks, 96"
          1    Metal rolling table
          1    Industrial fan, mobile
          1    Buffing machine, floor model
          3    2 Wheel hand trucks
          1    Metal table, w/shelf, 4 x 12
          8    Sections metal shelving, 48 x 28
          1    Office in welding section
          1    Office in plant
          15   Industrial column fans
          1    Amano time clock, Model MJR8000

/s/ DONALD ENGEL
------------------------------
DONALD ENGEL
C.E.O. & CHAIRMAN OF THE BOARD

HESCO SALES CO. A319
8505 NW 74 Street, Miami, Florida
October 29, 1997

     QUANTITY

          24   Lincoln Welder, Ideaiarc, Model R35-325, 325 amps, Constant
               voltage DC Arc welder, w/Lincoln wire feeder and wire feeder
               boom, complete w/hoses, leads, torches:

                           S/N AC631332                       S/N AC588579
                           S/N AC590907                       S/N AC590906
                           S/N AC636802                       S/N AC631317
                           S/N AC631330                       S/N AC588573
                           S/N AC631332                       S/N AC631335
                           S/N AC636798                       S/N AC633775
                           S/N AC6367974                      S/N AC572988
                           S/N AC572992                       S/N AC6330478
                           S/N AC590908                       S/N AC572987
                           S/N AC588583                       S/N AC631328
                           S/N AC590905                       S/N AC536593
                           S/N AC424161                       S/N AC631327

          1    Lincoln Model TM300, S/N AC251174, complete w/cables and
               accessories
          1    Lincoln Welder Model CV300, S/N AC79096, w/Lincoln LN7 wire
               feeder
          1    Lincoln Welder Model CP200, S/N 574983, complete
          16   Hobart Welder, Model RC300, Welding System w/Hobart wire feeder
               and wire feeder boom, complete, w/hoses, leads, torches

                           S/N 78WS306842                     S/N 80WW508884
                           S/N 83WS06031                      S/N 80WS508887
                           S/N 80WS08859                      S/N 80WS05753
                           S/N 73WS2480                       S/N         3992
                           S/N 80W50572                       S/N 79WS13388
                           S/N 83WS06032                      S/N 89WS09915
                           S/N 83WS09903                      S/N 83WS010169
                           S/N 83WS10169                      S/N 89H514378

          1    Airco Wekler, Model 224BSM, S/N RH377421, DC Welder with Airco
               Wire feeder and Bernard Boom Cart
          1    Weld sale weider, Model CP250TS, S/N 72-615778
          1    Bernard wire feeder crane, with wirespool
          7    Hobart Welder, Model RC250, Tig welding system with Hobart wire
               feeder and welding crane, 50 lbs., complete with hoses, leads,
               torch

                           S/N 12RT-31062                     S/N 12RT-33742
                           S/N 80W-508866                     S/N 80WS08882
                           S/N 12RT 37490                     S/N 12RT28177
                           S/N 12RT68987

        1           Hobart Fabricator Model 2400, with wire feeder
        1           Lot, including but not limtied to: terminal blocks, selector
                    switches, wire connectors, electric controls, pressure
                    switches, micro switches.
        1           Steel Building, 8 ft x 24 ft.
        2           CM Overhead hoist with hooks, 2 ton, electric control, with
                    traverse trolley
        3           CM Overhead hoist with hoks, 5 ton, electric control, with
                    traverse trolley


                                       12


<PAGE>

      QUANTITY

          17   CM Overhead hoist with hooks, 1 ton, electric control, with
               traverse trolley
          4    Coffing hoist with crane, 2 ton, electric control with traverse
               trolley
          3    YNX Hoise with hooks, 1 ton, electric control, with traverse
               trolley
          1    CM Overhead hoist with hooks,1/2ton, electric control with
               traverse trolley
          1    Miller welder, Model CP250TS, with DC Wire Feeder Welder,
               Miller-matic 10E wire feed system, w/welding crane, complete with
               hoses, leads, torch, S/N HD 700468
          1    Miller SyncroWave 250 Constant Current Welder, foot control,
               Model 903056, S/N KE66887
          1    Lincoln Welder, Model DC250, DC Arc Welding with Lincoln Model
               LN-7 Wire Feeder and Welding Crane, S/N AC755807
          1    Merlin Thermal Arc Model PAK15C, with all accessories; Thermal
               Dynamics Plasma Cutting System, with Plasma Torch
          1    Lincoln Welder, Model SP125 Plus, table model, Arc Electric, S/N
               110797G
          4    Welding cylinder carts
          1    Lincoln LN7 wire feeder
          65   Welding helmets

                                  MISCELLANEOUS

          12   Metal work tables, 48x56
          4    Two-wheel hand carts
          2    Golf cart, Roberto
          3    Cantilever racks, 3 ft. single sided
          4    Sections of 12 gravity rollers
          1    Table vise, 6' Columbian
          1    1997 Nissan 50 dual tires, LP gas, sideshift, 5,500 lbs, Model
               50KE1102A25V, S/N KEH02-900356
          1    1997 Nissan 80, Cushion tires, LP gas, sideshift, 8,000 lbs,
               Model 80-WGF0335V, S/N WGF03-920373
          1    1983 Toyota, hard tires, LP gas, 5,000 lbs, Model 42-3FG-25, S/N
               403FE2512468
          1    1986 Toyota, hard tires, LP gas, 6,000 lbs, Model D2-3FGC30, S/N
               3FGC30-1110
          1    1980 Hyster, cushion tires, LP gas, tilt, sideshift, Model
               H225-T, S/N C7P3459A (in repair shop)
          1    1980 Hyster, cushion tires, LP gas, tilt, sideshift, Model
               H225-T, S/N 3540390420D
          1    1991 Hyster, cushion tires, LP gas, tilt, sideshift, Model H50XM,
               S/N D177B07552R (in repair shop)
          1    1991 Hyster, cushion tires, LP gas, tilt, sideshift, Model H50XM,
               S/N D177P0755PR (in repair shop)
          1    1991 TCM, LP gas, solid tires, 2,000 lbs, Model FCG10N7T, S/N
               A36001059
          1    1991 TCM, LP gas, solid tires, 2,000 lbs, Model FD25Z3T, S/N
               A36001059
          1    1991 TCM, LP gas, solid tires, 5,000 lbs, Model FD25Z3T, S/N
               A24M42998
          1    1991 TCM, LP gas, solid tires, 5,000 lbs, Model FD25Z3T, S/N
               AFD25231
          1    1991 TCM, LP gas, solid tires, 3,000 lbs, Model FG15N16L, S/N
               A12306522
          1    1991 TCM, LP gas, solid tires, 3,000 lbs, Model FCG10NZT, S/N
               A36001060
          1    1991 TCM, LP gas, solid tires, 5,000 lbs, Model VM330-14A, S/N
               AZ16529

/s/ DONALD ENGEL
------------------------------
DONALD ENGEL
C.E.O. & CHAIRMAN OF THE BOARD

                                       13

<PAGE>


                              COMMERCIAL CONTINUING
                                    GUARANTY

-------------------------------------------------------------------------------
         GUARANTOR                                  BORROWER
-------------------------------------------------------------------------------
DADE COUNTY RECYCLING, INC.               HI-RISE RECYCLING SYSTEMS
16255 nw 54TH Avenue                      INC. AND HESCO SALES, INC.
Miami, FL 33014                           16255 NW 54TH AVENUE
                                          MIAMI, FL  33014
-------------------------------------------------------------------------------
TELEPHONE NUMBER                          TELEPHONE NUMBER

     
-------------------------------------------------------------------------------
1. CONSIDERATION. This Guaranty is being executed to induce Lender indicated
above to enter into one or more loans or other financial accommodations with or
on behalf of Borrower.

     2. GUARANTY. Guarantor hereby unconditionally guarantees the prompt and
full payment and performance of Borrower's present and future, joint and/or
several, direct and indirect, absolute and contingent, express and implied,
indebtedness, liabilities, obligations and covenants (cumulatively
"Obligations") to Lender.

[x]  UNLIMITED Guarantor's Obligations under the Guaranty shall be unlimited and
     shall include, all present or future written agreements between Borrower
     and Lender (whether executed for the same or different purposes), together
     with all interest and all of Lender's expenses and costs, including
     attorneys' fees, incurred in connection with the Obligations, including any
     amendments, extensions, modifications, renewals, replacements or
     substitutions thereto.

[ ]  LIMITED TO: Guarantor's Obligations under this Guaranty shall be limited
     to the principal amount of ____________________________________ Dollars,
     together with all interest and all of Lender's expenses and costs,
     including attorneys' fees, incurred in connection with the Obligations,
     including any amendments, extensions, modifications, renewals, replacements
     or substitutions thereto.

[ ]  LIMITED TO THE FOLLOWING DESCRIBED NOTES/AGREEMENTS: Guarantor's
     Obligations under this Guaranty shall be limited to the following described
     notes and agreements, together with all interest and all of Lender's
     expenses and costs, including attorneys' fees, incurred in connection with
     the Obligations, including any amendments, extensions, modifications,
     renewals, replacements or substitutions thereto:

--------------------------------------------------------------------------------
    INTEREST  PRINCIPAL AMOUNT/      FUNDING/       MATURITY   CUSTOMER    LOAN
      RATE      CREDIT LIMIT      AGREEMENT DATE      DATE      NUMBER    NUMBER
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

     3. ABSOLUTE AND CONTINUING NATURE OF GUARANTY. Guarantor's obligations
under this Guaranty are absolute and continuing and shall not be affected or
impaired if Lender amends, renews, extends, compromises, exchanges, fails to
exercise, impairs or releases any of the obligations belonging to any Borrower,
Co-guarantor or third party or any of Lender's rights against any Borrower,
Co-guarantor, third party, or collateral. In addition, Guarantor's Obligations
under this Guaranty shall not be affected or impaired by the death,
incompetency, termination, dissolution, insolvency, business cessation, or other
financial deterioration of any Borrower, Guarantor, or third party.

     4. DIRECT AND UNCONDITIONAL NATURE OF GUARANTY. Guarantor's Obligations
under this Guaranty are direct and unconditional and may be enforced without
requiring Lender to exercise, enforce, or exhaust any right or remedy against
any Borrower, Co-guarantor, third party, or collateral.

     5. WAIVER OF NOTICE. Guarantor hereby waives notice of the acceptance of
this Guaranty; notice of present and future extensions of credit and other
financial accommodations by Lender to any Borrower; presentment for payment,
demand, protest, dishonor, default, and nonpayment pertaining to the Obligations
and this Guaranty and all other notices and demands pertaining to the
Obligations and this Guaranty as permitted by law.

     6. DEFAULT. Guarantor shall be in default under this Guaranty in the event
that any Borrower or Guarantor: 

          (a)  fails to pay any amount under this Guaranty or any other
               indebtedness to Lender when due (whether such amount is due by
               acceleration or otherwise);
          (b)  fails to perform any obligation or breaches any warranty or
               covenant to Lender contained in this Guaranty or any other
               present or future, written or oral, agreement;
          (c)  provides or causes any false or misleading signature or
               representation to be provided to Lender;
          (d)  allows any collateral for the Obligations or this Guaranty to be
               destroyed, lost or stolen, or damaged in any material respect;
          (e)  permits the entry or service of any garnishment, judgment, tax
               levy, attachment or lien against Borrower, Guarantor, or any of
               their property;
          (f)  dies, becomes legally incompetent, is dissolved or terminated,
               ceases to operate its business, becomes insolvent, makes an
               assignment for the benefit of creditors, or becomes the subject
               of any bankruptcy, insolvency or debtor rehabilitation
               proceeding; or
          (g)  causes Lender to deem itself insecure in good faith for any
               reason, or Lender, for any reason, in good faith deems itself
               insecure.

GUARANTOR ACKNOWLEDGES GUARANTOR HAS READ, UNDERSTANDS, AND AGREES TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT INCLUDING THE TERMS AND CONDITIONS ON THE
REVERSE SIDE. GUARANTOR HAS EXECUTED THIS AGREEMENT WITH THE INTENTION TO BE
LEGALLY BOUND.

GUARANTOR ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS AGREEMENT.
DATED:  DECEMBER 19, 1997
GUARANTOR:  DADE COUNTY RECYCLING, INC.          GUARANTOR:

By: /s/ DONALD ENGEL                              By:
------------------------------                       ------------------------
         DONALD ENGEL
Title:C.E.O., CHAIRMAN                           Title:
------------------------------                         ----------------------

GUARANTOR:                                       GUARANTOR:

By:                                              By:
  ----------------------------                      -------------------------
Title:                                           Title:
     -------------------------                         ----------------------


<PAGE>


     7. RIGHTS OF LENDER ON DEFAULT. If there is a default under this Guaranty,
Lender shall be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law):

          (a)  to declare Guarantor's Obligations under this Guaranty
               immediately due and payable in full;
          (b)  to collect the outstanding obligations under this Guaranty with
               or without resorting to judicial process;
          (c)  to set-off Guarantor's Obligations under this Guaranty against
               any amounts due to Guarantor including, but not limited to,
               monies, instruments, and deposit accounts maintained with Lender,
               and
          (d)  to exercise all other rights available to Lender under any other
               written agreement or applicable law.
Lender's rights are cumulative and may be exercised together, separately, and in
any order.

     8. SUBORDINATION. Any indebtedness of Borrower now or hereafter owed to or
held by Guarantor is hereby subordinated to the Obligations of Borrower to
Lender. Guarantor agrees that Lender shall be preferred to Guarantor in any
assignment for the benefit of creditors or any bankruptcy, insolvency,
liquidation, or reorganization proceeding commenced by or against Borrower in
any federal or state court.

     9. INDEPENDENT INVESTIGATION. Guarantor's execution and delivery to Lender
of this Guaranty is based solely upon Guarantor's independent investigation of
Borrower's financial condition and not upon any written or oral representation
of Lender in any manner. Guarantor assumes full responsibility for obtaining any
additional information regarding Borrower's financial condition and Lender shall
not be required to furnish Guarantor with any information of any kind regarding
Borrower's financial condition.

     10. ACCEPTANCE OF RISKS. Guarantor acknowledges the absolute and continuing
nature of this Guaranty and voluntarily accepts the full range of risks
associated herewith including, but not limited to, the risk that Borrower's
financial condition shall deteriorate or, if this Guaranty is unlimited, the
risk that Borrower shall incur additional Obligations to Lender in the future.

     11. SUBROGATION. Guarantor, after performing under this Guaranty, shall not
be subrogated to any of Lender's rights against any Borrower which presently is
or may become the subject of any bankruptcy proceedings. Under these
circumstances, Guarantor specifically waives any rights and claims as a creditor
of such Borrower's bankruptcy estate. Other than as mentioned above, Guarantor,
after fully performing under this Guaranty, will be subrogated to any of
Lender's rights against any Borrower, any other guarantor, any third party or
any collateral which may secure the obligations of these parties.

     12. APPLICATION OF PAYMENTS. Lender will be entitled to apply any payments
or other monies received from Borrower, any third party, or any collateral
against Borrower's present and future obligations to Lender in any order.

     13. ESSENCE OF TIME. Guarantor and Lender agree that time is of the
essence.

     14. TERMINATION. This Guaranty shall remain in full force and effect until
Lender executes and delivers to Guarantor a written release thereof.

     15. ASSIGNMENT. Guarantor shall not be entitled to assign any of its rights
or obligations described in this Guaranty without Lender's prior written consent
which may be withheld by Lender in its sole discretion. Lender shall be entitled
to assign some or all of its rights and remedies described in this Guaranty
without notice to or the prior consent of Guarantor in any manner. Unless the
Lender shall otherwise consent in writing, the Lender shall have an unimpaired
right prior and superior to that of any assignee, to enforce this Guaranty for
the benefit of the Lender, as to those Obligations that the Lender has not
assigned.

     16. MODIFICATION WAIVER. The modification or waiver of any of Guarantor's
obligations or Lender's rights under this Guaranty must be contained in a
writing signed by Lender. Lender may delay in exercising or fail to exercise any
of its rights without causing a waiver of those rights. A waiver on one occasion
shall not constitute a waiver on any other occasion.

     17. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon and inure
to the benefit of Guarantor and lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     18. NOTICE. Any notice or other communication to be provided under this
Guaranty shall be in writing and sent to the parties at the addresses described
in this Guaranty or such other addresses as the parties may designate in writing
from time to time.

     19. SEVERABILITY. If any provision of this Guaranty violates the law or is
unenforceable, the rest of the Guaranty shall remain valid.

     20. APPLICABLE LAW. This Guaranty shall be governed by the laws of the
state indicated in Lender's address. Guarantor consents to the jurisdiction and
venue of any court located in such state in the event of any legal proceeding
under this Guaranty.

     21. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Guaranty, Guarantor
agrees to pay Lender's attorneys' fees, legal expenses and other costs as
permitted by law.

     22. MISCELLANEOUS. This Guaranty is executed in connection with a
commercial loan. Guarantor will provide Lender with a current financial
statement upon request. All references to Guarantor in this Guaranty shall
include all entities or persons signing this Guaranty. If there is more than one
Guarantor, their obligations shall be joint and several. This Guaranty and any
related documents represent the complete and integrated understanding between
Guarantor and Lender pertaining to the terms and conditions of those documents.

     23. REPRESENTATIONS OF GUARANTOR. Guarantor acknowledges receipt of
reasonably equivalent value in consideration for the execution of this Guaranty
and represents that, after giving effect to this Guaranty, the fair market value
of Guarantor's assets exceeds Guarantor's total liabilities, including
contingent, subordinate and unliquidated liabilities, that Guarantor has
sufficient cash flow to meet debts as they mature, and that Guarantor does not
have unreasonably small capital.

     24. ADDITIONAL TERMS.

     LENDER AND GUARANTOR SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY
ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF
THIS DOCUMENT.

     LENDER AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS, (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER
PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING CREDIT TO BORROWER.

     VENUE AND JURISDICTION SHALL BE IN DADE COUNTY, FLORIDA, FOR ANY
AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDING IN CONNECTION WITH THIS DOCUMENT
AND/OR ANY OTHER DOCUMENT SIGNED BY THE GUARANTOR IN FAVOR OF THE BANK.

                                        2

<PAGE>

                              COMMERCIAL CONTINUING
                                    GUARANTY

--------------------------------------------------------------------------------
      GUARANTOR                                       BORROWER
--------------------------------------------------------------------------------
HESCO EXPORT CORPORATION                      HI-RISE RECYCLING SYSTEMS, INC.
8505 NW 74th Street                           AND HESCO SALES, INC.
Miami, FL                                     16255 NW 54TH AVENUE
                                              MIAMI, FL  33014
--------------------------------------------------------------------------------
TELEPHONE NUMBER                              TELEPHONE NUMBER
     
--------------------------------------------------------------------------------

1. CONSIDERATION. This Guaranty is being executed to induce Lender indicated
above to enter into one or more loans or other financial accommodations with or
on behalf of Borrower.

     2. GUARANTY. Guarantor hereby unconditionally guarantees the prompt and
full payment and performance of Borrower's present and future, joint and/or
several, direct and indirect, absolute and contingent, express and implied,
indebtedness, liabilities, obligations and covenants (cumulatively
"Obligations") to Lender.

[x]  UNLIMITED Guarantor's Obligations under the Guaranty shall be unlimited and
     shall include, all present or future written agreements between Borrower
     and Lender (whether executed for the same or different purposes), together
     with all interest and all of Lender's expenses and costs, including
     attorneys' fees, incurred in connection with the Obligations, including any
     amendments, extensions, modifications, renewals, replacements or
     substitutions thereto.

[ ]  LIMITED TO: Guarantor's Obligations under this Guaranty shall be limited
     to the principal amount of ___________________________________________
     Dollars, together with all interest and all of Lender's expenses and costs,
     including attorneys' fees, incurred in connection with the Obligations,
     including any amendments, extensions, modifications, renewals, replacements
     or substitutions thereto.

[ ]  LIMITED TO THE FOLLOWING DESCRIBED NOTES/AGREEMENTS: Guarantor's
     Obligations under this Guaranty shall be limited to the following described
     notes and agreements, together with all interest and all of Lender's
     expenses and costs, including attorneys' fees, incurred in connection with
     the Obligations, including any amendments, extensions, modifications,
     renewals, replacements or substitutions thereto:

--------------------------------------------------------------------------------
  INTEREST   PRINCIPAL AMOUNT/     FUNDING/     MATURITY  CUSTOMER     LOAN
    RATE       CREDIT LIMIT     AGREEMENT DATE    DATE     NUMBER     NUMBER

--------------------------------------------------------------------------------

     3. ABSOLUTE AND CONTINUING NATURE OF GUARANTY. Guarantor's obligations
under this Guaranty are absolute and continuing and shall not be affected or
impaired if Lender amends, renews, extends, compromises, exchanges, fails to
exercise, impairs or releases any of the obligations belonging to any Borrower,
Co-guarantor or third party or any of Lender's rights against any Borrower,
Co-guarantor, third party, or collateral. In addition, Guarantor's Obligations
under this Guaranty shall not be affected or impaired by the death,
incompetency, termination, dissolution, insolvency, business cessation, or other
financial deterioration of any Borrower, Guarantor, or third party.

     4. DIRECT AND UNCONDITIONAL NATURE OF GUARANTY. Guarantor's Obligations
under this Guaranty are direct and unconditional and may be enforced without
requiring Lender to exercise, enforce, or exhaust any right or remedy against
any Borrower, Co-guarantor, third party, or collateral.

     5. WAIVER OF NOTICE. Guarantor hereby waives notice of the acceptance of
this Guaranty; notice of present and future extensions of credit and other
financial accommodations by Lender to any Borrower; presentment for payment,
demand, protest, dishonor, default, and nonpayment pertaining to the Obligations
and this Guaranty and all other notices and demands pertaining to the
Obligations and this Guaranty as permitted by law.

     6. DEFAULT. Guarantor shall be in default under this Guaranty in the event
that any Borrower or Guarantor: 

          (a)  fails to pay any amount under this Guaranty or any other
               indebtedness to Lender when due (whether such amount is due by
               acceleration or otherwise);
          (b)  fails to perform any obligation or breaches any warranty or
               covenant to Lender contained in this Guaranty or any other
               present or future, written or oral, agreement;
          (c)  provides or causes any false or misleading signature or
               representation to be provided to Lender;
          (d)  allows any collateral for the Obligations or this Guaranty to be
               destroyed, lost or stolen, or damaged in any material respect;
          (e)  permits the entry or service of any garnishment, judgment, tax
               levy, attachment or lien against Borrower, Guarantor, or any of
               their property;
          (f)  dies, becomes legally incompetent, is dissolved or terminated,
               ceases to operate its business, becomes insolvent, makes an
               assignment for the benefit of creditors, or becomes the subject
               of any bankruptcy, insolvency or debtor rehabilitation
               proceeding; or
          (g)  causes Lender to deem itself insecure in good faith for any
               reason, or Lender, for any reason, in good faith deems itself
               insecure.

GUARANTOR ACKNOWLEDGES GUARANTOR HAS READ, UNDERSTANDS, AND AGREES TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT INCLUDING THE TERMS AND CONDITIONS ON THE
REVERSE SIDE. GUARANTOR HAS EXECUTED THIS AGREEMENT WITH THE INTENTION TO BE
LEGALLY BOUND. GUARANTOR ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS
AGREEMENT.

DATED: DECEMBER 19, 1997 
GUARANTOR: HESCO EXPORT CORPORATION               GUARANTOR:

By: /s/ DONALD ENGEL                              By:
  ---------------------------------                  --------------------------
         DONALD ENGEL
Title: C.E.O., CHAIRMAN                           Title:
-----------------------------------                    ------------------------

GUARANTOR:                                        GUARANTOR:

By:                                               By:
-----------------------------------                  --------------------------

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


<PAGE>


     7. RIGHTS OF LENDER ON DEFAULT. If there is a default under this Guaranty,
Lender shall be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law):

          (a)  to declare Guarantor's Obligations under this Guaranty
               immediately due and payable in full;
          (b)  to collect the outstanding obligations under this Guaranty with
               or without resorting to judicial process;
          (c)  to set-off Guarantor's Obligations under this Guaranty against
               any amounts due to Guarantor including, but not limited to,
               monies, instruments, and deposit accounts maintained with Lender,
               and
          (d)  to exercise all other rights available to Lender under any other
               written agreement or applicable law.
Lender's rights are cumulative and may be exercised together, separately, and in
any order.

     8. SUBORDINATION. Any indebtedness of Borrower now or hereafter owed to or
held by Guarantor is hereby subordinated to the Obligations of Borrower to
Lender. Guarantor agrees that Lender shall be preferred to Guarantor in any
assignment for the benefit of creditors or any bankruptcy, insolvency,
liquidation, or reorganization proceeding commenced by or against Borrower in
any federal or state court.

     9. INDEPENDENT INVESTIGATION. Guarantor's execution and delivery to Lender
of this Guaranty is based solely upon Guarantor's independent investigation of
Borrower's financial condition and not upon any written or oral representation
of Lender in any manner. Guarantor assumes full responsibility for obtaining any
additional information regarding Borrower's financial condition and Lender shall
not be required to furnish Guarantor with any information of any kind regarding
Borrower's financial condition.

     10. ACCEPTANCE OF RISKS. Guarantor acknowledges the absolute and continuing
nature of this Guaranty and voluntarily accepts the full range of risks
associated herewith including, but not limited to, the risk that Borrower's
financial condition shall deteriorate or, if this Guaranty is unlimited, the
risk that Borrower shall incur additional Obligations to Lender in the future.

     11. SUBROGATION. Guarantor, after performing under this Guaranty, shall not
be subrogated to any of Lender's rights against any Borrower which presently is
or may become the subject of any bankruptcy proceedings. Under these
circumstances, Guarantor specifically waives any rights and claims as a creditor
of such Borrower's bankruptcy estate. Other than as mentioned above, Guarantor,
after fully performing under this Guaranty, will be subrogated to any of
Lender's rights against any Borrower, any other guarantor, any third party or
any collateral which may secure the obligations of these parties.

     12. APPLICATION OF PAYMENTS. Lender will be entitled to apply any payments
or other monies received from Borrower, any third party, or any collateral
against Borrower's present and future obligations to Lender in any order.

     13. ESSENCE OF TIME. Guarantor and Lender agree that time is of the
essence.

     14. TERMINATION. This Guaranty shall remain in full force and effect until
Lender executes and delivers to Guarantor a written release thereof.

     15. ASSIGNMENT. Guarantor shall not be entitled to assign any of its rights
or obligations described in this Guaranty without Lender's prior written consent
which may be withheld by Lender in its sole discretion. Lender shall be entitled
to assign some or all of its rights and remedies described in this Guaranty
without notice to or the prior consent of Guarantor in any manner. Unless the
Lender shall otherwise consent in writing, the Lender shall have an unimpaired
right prior and superior to that of any assignee, to enforce this Guaranty for
the benefit of the Lender, as to those Obligations that the Lender has not
assigned.

     16. MODIFICATION WAIVER. The modification or waiver of any of Guarantor's
obligations or Lender's rights under this Guaranty must be contained in a
writing signed by Lender. Lender may delay in exercising or fail to exercise any
of its rights without causing a waiver of those rights. A waiver on one occasion
shall not constitute a waiver on any other occasion.

     17. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon and inure
to the benefit of Guarantor and lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     18. NOTICE. Any notice or other communication to be provided under this
Guaranty shall be in writing and sent to the parties at the addresses described
in this Guaranty or such other addresses as the parties may designate in writing
from time to time.

     19. SEVERABILITY. If any provision of this Guaranty violates the law or is
unenforceable, the rest of the Guaranty shall remain valid.

     20. APPLICABLE LAW. This Guaranty shall be governed by the laws of the
state indicated in Lender's address. Guarantor consents to the jurisdiction and
venue of any court located in such state in the event of any legal proceeding
under this Guaranty.

     21. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Guaranty, Guarantor
agrees to pay Lender's attorneys' fees, legal expenses and other costs as
permitted by law.

     22. MISCELLANEOUS. This Guaranty is executed in connection with a
commercial loan. Guarantor will provide Lender with a current financial
statement upon request. All references to Guarantor in this Guaranty shall
include all entities or persons signing this Guaranty. If there is more than one
Guarantor, their obligations shall be joint and several. This Guaranty and any
related documents represent the complete and integrated understanding between
Guarantor and Lender pertaining to the terms and conditions of those documents.

     23. REPRESENTATIONS OF GUARANTOR. Guarantor acknowledges receipt of
reasonably equivalent value in consideration for the execution of this Guaranty
and represents that, after giving effect to this Guaranty, the fair market value
of Guarantor's assets exceeds Guarantor's total liabilities, including
contingent, subordinate and unliquidated liabilities, that Guarantor has
sufficient cash flow to meet debts as they mature, and that Guarantor does not
have unreasonably small capital.

     24. ADDITIONAL TERMS.

     LENDER AND GUARANTOR SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY
ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF
THIS DOCUMENT.

     LENDER AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS, (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER
PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING CREDIT TO BORROWER.

     VENUE AND JURISDICTION SHALL BE IN DADE COUNTY, FLORIDA, FOR ANY
AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDING IN CONNECTION WITH THIS DOCUMENT
AND/OR ANY OTHER DOCUMENT SIGNED BY THE GUARANTOR IN FAVOR OF THE BANK.

                                        2

<PAGE>


                              COMMERCIAL CONTINUING
                                    GUARANTY

--------------------------------------------------------------------------------
   GUARANTOR                                      BORROWER
--------------------------------------------------------------------------------
HESCO LEASING CO.                           HI-RISE RECYCLING SYSTEMS,
8505 NW 74th Street                         INC. AND HESCO SALES, INC.
Miami, FL                                   16255 NW 54TH AVENUE
                                            MIAMI, FL  33014
--------------------------------------------------------------------------------
TELEPHONE NUMBER                            TELEPHONE NUMBER
     
--------------------------------------------------------------------------------

     1. CONSIDERATION. This Guaranty is being executed to induce Lender
indicated above to enter into one or more loans or other financial
accommodations with or on behalf of Borrower.

     2. GUARANTY. Guarantor hereby unconditionally guarantees the prompt and
full payment and performance of Borrower's present and future, joint and/or
several, direct and indirect, absolute and contingent, express and implied,
indebtedness, liabilities, obligations and covenants (cumulatively
"Obligations") to Lender.

[x]  UNLIMITED Guarantor's Obligations under the Guaranty shall be unlimited and
     shall include, all present or future written agreements between Borrower
     and Lender (whether executed for the same or different purposes), together
     with all interest and all of Lender's expenses and costs, including
     attorneys' fees, incurred in connection with the Obligations, including any
     amendments, extensions, modifications, renewals, replacements or
     substitutions thereto.

[ ]  LIMITED TO: Guarantor's Obligations under this Guaranty shall be limited
     to the principal amount of ________________________________________
     Dollars, together with all interest and all of Lender's expenses and costs,
     including attorneys' fees, incurred in connection with the Obligations,
     including any amendments, extensions, modifications, renewals, replacements
     or substitutions thereto.

[ ]  LIMITED TO THE FOLLOWING DESCRIBED NOTES/AGREEMENTS: Guarantor's
     Obligations under this Guaranty shall be limited to the following described
     notes and agreements, together with all interest and all of Lender's
     expenses and costs, including attorneys' fees, incurred in connection with
     the Obligations, including any amendments, extensions, modifications,
     renewals, replacements or substitutions thereto:

--------------------------------------------------------------------------------
    INTEREST  PRINCIPAL AMOUNT/    FUNDING/       MATURITY   CUSTOMER    LOAN
      RATE      CREDIT LIMIT     AGREEMENT DATE     DATE      NUMBER    NUMBER
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

     3. ABSOLUTE AND CONTINUING NATURE OF GUARANTY. Guarantor's obligations
under this Guaranty are absolute and continuing and shall not be affected or
impaired if Lender amends, renews, extends, compromises, exchanges, fails to
exercise, impairs or releases any of the obligations belonging to any Borrower,
Co-guarantor or third party or any of Lender's rights against any Borrower,
Co-guarantor, third party, or collateral. In addition, Guarantor's Obligations
under this Guaranty shall not be affected or impaired by the death,
incompetency, termination, dissolution, insolvency, business cessation, or other
financial deterioration of any Borrower, Guarantor, or third party.

     4. DIRECT AND UNCONDITIONAL NATURE OF GUARANTY. Guarantor's Obligations
under this Guaranty are direct and unconditional and may be enforced without
requiring Lender to exercise, enforce, or exhaust any right or remedy against
any Borrower, Co-guarantor, third party, or collateral.

     5. WAIVER OF NOTICE. Guarantor hereby waives notice of the acceptance of
this Guaranty; notice of present and future extensions of credit and other
financial accommodations by Lender to any Borrower; presentment for payment,
demand, protest, dishonor, default, and nonpayment pertaining to the Obligations
and this Guaranty and all other notices and demands pertaining to the
Obligations and this Guaranty as permitted by law.

     6 6.DEFAULT. Guarantor shall be in default under this Guaranty in the event
that any Borrower or Guarantor:

          (a)  fails to pay any amount under this Guaranty or any other
               indebtedness to Lender when due (whether such amount is due by
               acceleration or otherwise);
          (b)  fails to perform any obligation or breaches any warranty or
               covenant to Lender contained in this Guaranty or any other
               present or future, written or oral, agreement;
          (c)  provides or causes any false or misleading signature or
               representation to be provided to Lender;
          (d)  allows any collateral for the Obligations or this Guaranty to be
               destroyed, lost or stolen, or damaged in any material respect;
          (e)  permits the entry or service of any garnishment, judgment, tax
               levy, attachment or lien against Borrower, Guarantor, or any of
               their property;
          (f)  dies, becomes legally incompetent, is dissolved or terminated,
               ceases to operate its business, becomes insolvent, makes an
               assignment for the benefit of creditors, or becomes the subject
               of any bankruptcy, insolvency or debtor rehabilitation
               proceeding; or
          (g)  causes Lender to deem itself insecure in good faith for any
               reason, or Lender, for any reason, in good faith deems itself
               insecure.

GUARANTOR ACKNOWLEDGES GUARANTOR HAS READ, UNDERSTANDS, AND AGREES TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT INCLUDING THE TERMS AND CONDITIONS ON THE
REVERSE SIDE. GUARANTOR HAS EXECUTED THIS AGREEMENT WITH THE INTENTION TO BE
LEGALLY BOUND. GUARANTOR ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS
AGREEMENT.

DATED:  DECEMBER 19, 1997
GUARANTOR: HESCO LEASING CO.               GUARANTOR:

By:/s/ DONALD ENGEL                        By:
----------------------------                  -------------------------------
         DONALD ENGEL

Title: C.E.O., CHAIRMAN                    Title:
----------------------------                  -------------------------------
GUARANTOR:                                 GUARANTOR:

By:                                        By:
----------------------------                  -------------------------------

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


<PAGE>


     7. RIGHTS OF LENDER ON DEFAULT. If there is a default under this Guaranty,
Lender shall be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law):

          (a)  to declare Guarantor's Obligations under this Guaranty
               immediately due and payable in full;
          (b)  to collect the outstanding obligations under this Guaranty with
               or without resorting to judicial process;
          (c)  to set-off Guarantor's Obligations under this Guaranty against
               any amounts due to Guarantor including, but not limited to,
               monies, instruments, and deposit accounts maintained with Lender,
               and
          (d)  to exercise all other rights available to Lender under any other
               written agreement or applicable law.

Lender's rights are cumulative and may be exercised together, separately, and in
any order.

     8. SUBORDINATION. Any indebtedness of Borrower now or hereafter owed to or
held by Guarantor is hereby subordinated to the Obligations of Borrower to
Lender. Guarantor agrees that Lender shall be preferred to Guarantor in any
assignment for the benefit of creditors or any bankruptcy, insolvency,
liquidation, or reorganization proceeding commenced by or against Borrower in
any federal or state court.

     9. INDEPENDENT INVESTIGATION. Guarantor's execution and delivery to Lender
of this Guaranty is based solely upon Guarantor's independent investigation of
Borrower's financial condition and not upon any written or oral representation
of Lender in any manner. Guarantor assumes full responsibility for obtaining any
additional information regarding Borrower's financial condition and Lender shall
not be required to furnish Guarantor with any information of any kind regarding
Borrower's financial condition.

     10. ACCEPTANCE OF RISKS. Guarantor acknowledges the absolute and continuing
nature of this Guaranty and voluntarily accepts the full range of risks
associated herewith including, but not limited to, the risk that Borrower's
financial condition shall deteriorate or, if this Guaranty is unlimited, the
risk that Borrower shall incur additional Obligations to Lender in the future.

     11. SUBROGATION. Guarantor, after performing under this Guaranty, shall not
be subrogated to any of Lender's rights against any Borrower which presently is
or may become the subject of any bankruptcy proceedings. Under these
circumstances, Guarantor specifically waives any rights and claims as a creditor
of such Borrower's bankruptcy estate. Other than as mentioned above, Guarantor,
after fully performing under this Guaranty, will be subrogated to any of
Lender's rights against any Borrower, any other guarantor, any third party or
any collateral which may secure the obligations of these parties.

     12. APPLICATION OF PAYMENTS. Lender will be entitled to apply any payments
or other monies received from Borrower, any third party, or any collateral
against Borrower's present and future obligations to Lender in any order.

     13. ESSENCE OF TIME. Guarantor and Lender agree that time is of the
essence.

     14. TERMINATION. This Guaranty shall remain in full force and effect until
Lender executes and delivers to Guarantor a written release thereof.

     15. ASSIGNMENT. Guarantor shall not be entitled to assign any of its rights
or obligations described in this Guaranty without Lender's prior written consent
which may be withheld by Lender in its sole discretion. Lender shall be entitled
to assign some or all of its rights and remedies described in this Guaranty
without notice to or the prior consent of Guarantor in any manner. Unless the
Lender shall otherwise consent in writing, the Lender shall have an unimpaired
right prior and superior to that of any assignee, to enforce this Guaranty for
the benefit of the Lender, as to those Obligations that the Lender has not
assigned.

     16. MODIFICATION WAIVER. The modification or waiver of any of Guarantor's
obligations or Lender's rights under this Guaranty must be contained in a
writing signed by Lender. Lender may delay in exercising or fail to exercise any
of its rights without causing a waiver of those rights. A waiver on one occasion
shall not constitute a waiver on any other occasion.

     17. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon and inure
to the benefit of Guarantor and lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     18. NOTICE. Any notice or other communication to be provided under this
Guaranty shall be in writing and sent to the parties at the addresses described
in this Guaranty or such other addresses as the parties may designate in writing
from time to time.

     19. SEVERABILITY. If any provision of this Guaranty violates the law or is
unenforceable, the rest of the Guaranty shall remain valid.

     20. APPLICABLE LAW. This Guaranty shall be governed by the laws of the
state indicated in Lender's address. Guarantor consents to the jurisdiction and
venue of any court located in such state in the event of any legal proceeding
under this Guaranty.

     21. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Guaranty, Guarantor
agrees to pay Lender's attorneys' fees, legal expenses and other costs as
permitted by law.

     22. MISCELLANEOUS. This Guaranty is executed in connection with a
commercial loan. Guarantor will provide Lender with a current financial
statement upon request. All references to Guarantor in this Guaranty shall
include all entities or persons signing this Guaranty. If there is more than one
Guarantor, their obligations shall be joint and several. This Guaranty and any
related documents represent the complete and integrated understanding between
Guarantor and Lender pertaining to the terms and conditions of those documents.

     23. REPRESENTATIONS OF GUARANTOR. Guarantor acknowledges receipt of
reasonably equivalent value in consideration for the execution of this Guaranty
and represents that, after giving effect to this Guaranty, the fair market value
of Guarantor's assets exceeds Guarantor's total liabilities, including
contingent, subordinate and unliquidated liabilities, that Guarantor has
sufficient cash flow to meet debts as they mature, and that Guarantor does not
have unreasonably small capital.

     24. ADDITIONAL TERMS.

     LENDER AND GUARANTOR SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY
ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF
THIS DOCUMENT.

     LENDER AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS, (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER
PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING CREDIT TO BORROWER.

     VENUE AND JURISDICTION SHALL BE IN DADE COUNTY, FLORIDA, FOR ANY
AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDING IN CONNECTION WITH THIS DOCUMENT
AND/OR ANY OTHER DOCUMENT SIGNED BY THE GUARANTOR IN FAVOR OF THE BANK.

                                        2

<PAGE>

                              COMMERCIAL CONTINUING
                                    GUARANTY

--------------------------------------------------------------------------------
   GUARANTOR                                     BORROWER
--------------------------------------------------------------------------------
IDC SYSTEMS, INC.                         HI-RISE RECYCLING SYSTEMS, 
548 S. FULTON AVENUE                      INC. AND HESCO SALES, INC.
MOUNT VERNON, NY  10550                   16255 NW 54TH AVENUE
                                          MIAMI, FL  33014
--------------------------------------------------------------------------------
TELEPHONE NUMBER                          TELEPHONE NUMBER

--------------------------------------------------------------------------------
     1. CONSIDERATION. This Guaranty is being executed to induce Lender
indicated above to enter into one or more loans or other financial
accommodations with or on behalf of Borrower.

     2. GUARANTY. Guarantor hereby unconditionally guarantees the prompt and
full payment and performance of Borrower's present and future, joint and/or
several, direct and indirect, absolute and contingent, express and implied,
indebtedness, liabilities, obligations and covenants (cumulatively
"Obligations") to Lender.

[x]  UNLIMITED Guarantor's Obligations under the Guaranty shall be unlimited and
     shall include, all present or future written agreements between Borrower
     and Lender (whether executed for the same or different purposes), together
     with all interest and all of Lender's expenses and costs, including
     attorneys' fees, incurred in connection with the Obligations, including any
     amendments, extensions, modifications, renewals, replacements or
     substitutions thereto.

[ ]  LIMITED TO: Guarantor's Obligations under this Guaranty shall be limited
     to the principal amount of ________________________________________
     Dollars, together with all interest and all of Lender's expenses and costs,
     including attorneys' fees, incurred in connection with the Obligations,
     including any amendments, extensions, modifications, renewals, replacements
     or substitutions thereto.

[ ]  LIMITED TO THE FOLLOWING DESCRIBED NOTES/AGREEMENTS: Guarantor's
     Obligations under this Guaranty shall be limited to the following described
     notes and agreements, together with all interest and all of Lender's
     expenses and costs, including attorneys' fees, incurred in connection with
     the Obligations, including any amendments, extensions, modifications,
     renewals, replacements or substitutions thereto:

--------------------------------------------------------------------------------
    INTEREST  PRINCIPAL AMOUNT/    FUNDING/       MATURITY  CUSTOMER    LOAN
      RATE      CREDIT LIMIT     AGREEMENT DATE     DATE     NUMBER    NUMBER
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

     3. ABSOLUTE AND CONTINUING NATURE OF GUARANTY. Guarantor's obligations
under this Guaranty are absolute and continuing and shall not be affected or
impaired if Lender amends, renews, extends, compromises, exchanges, fails to
exercise, impairs or releases any of the obligations belonging to any Borrower,
Co-guarantor or third party or any of Lender's rights against any Borrower,
Co-guarantor, third party, or collateral. In addition, Guarantor's Obligations
under this Guaranty shall not be affected or impaired by the death,
incompetency, termination, dissolution, insolvency, business cessation, or other
financial deterioration of any Borrower, Guarantor, or third party.

     4. DIRECT AND UNCONDITIONAL NATURE OF GUARANTY. Guarantor's Obligations
under this Guaranty are direct and unconditional and may be enforced without
requiring Lender to exercise, enforce, or exhaust any right or remedy against
any Borrower, Co-guarantor, third party, or collateral.

     5. WAIVER OF NOTICE. Guarantor hereby waives notice of the acceptance of
this Guaranty; notice of present and future extensions of credit and other
financial accommodations by Lender to any Borrower; presentment for payment,
demand, protest, dishonor, default, and nonpayment pertaining to the Obligations
and this Guaranty and all other notices and demands pertaining to the
Obligations and this Guaranty as permitted by law.

     6. DEFAULT. Guarantor shall be in default under this Guaranty in the event
that any Borrower or Guarantor: 

          (a)  fails to pay any amount under this Guaranty or any other
               indebtedness to Lender when due (whether such amount is due by
               acceleration or otherwise);
          (b)  fails to perform any obligation or breaches any warranty or
               covenant to Lender contained in this Guaranty or any other
               present or future, written or oral, agreement;
          (c)  provides or causes any false or misleading signature or
               representation to be provided to Lender;
          (d)  allows any collateral for the Obligations or this Guaranty to be
               destroyed, lost or stolen, or damaged in any material respect;
          (e)  permits the entry or service of any garnishment, judgment, tax
               levy, attachment or lien against Borrower, Guarantor, or any of
               their property;
          (f)  dies, becomes legally incompetent, is dissolved or terminated,
               ceases to operate its business, becomes insolvent, makes an
               assignment for the benefit of creditors, or becomes the subject
               of any bankruptcy, insolvency or debtor rehabilitation
               proceeding; or
          (g)  causes Lender to deem itself insecure in good faith for any
               reason, or Lender, for any reason, in good faith deems itself
               insecure.

GUARANTOR ACKNOWLEDGES GUARANTOR HAS READ, UNDERSTANDS, AND AGREES TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT INCLUDING THE TERMS AND CONDITIONS ON THE
REVERSE SIDE. GUARANTOR HAS EXECUTED THIS AGREEMENT WITH THE INTENTION TO BE
LEGALLY BOUND. GUARANTOR ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS
AGREEMENT.

DATED:  DECEMBER 19, 1997
GUARANTOR:  IDC SYSTEMS, INC.            GUARANTOR:

By:                                      By:
-------------------------                   -----------------------------

Title:                                   Title:
-------------------------                   -----------------------------
GUARANTOR:                               GUARANTOR:

By:                                      By:
-------------------------                   -----------------------------

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

<PAGE>


     7. RIGHTS OF LENDER ON DEFAULT. If there is a default under this Guaranty,
Lender shall be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law):

          (a)  to declare Guarantor's Obligations under this Guaranty
               immediately due and payable in full;
          (b)  to collect the outstanding obligations under this Guaranty with
               or without resorting to judicial process;
          (c)  to set-off Guarantor's Obligations under this Guaranty against
               any amounts due to Guarantor including, but not limited to,
               monies, instruments, and deposit accounts maintained with Lender,
               and
          (d)  to exercise all other rights available to Lender under any other
               written agreement or applicable law.
Lender's rights are cumulative and may be exercised together, separately, and in
any order.

     8. SUBORDINATION. Any indebtedness of Borrower now or hereafter owed to or
held by Guarantor is hereby subordinated to the Obligations of Borrower to
Lender. Guarantor agrees that Lender shall be preferred to Guarantor in any
assignment for the benefit of creditors or any bankruptcy, insolvency,
liquidation, or reorganization proceeding commenced by or against Borrower in
any federal or state court.

     9. INDEPENDENT INVESTIGATION. Guarantor's execution and delivery to Lender
of this Guaranty is based solely upon Guarantor's independent investigation of
Borrower's financial condition and not upon any written or oral representation
of Lender in any manner. Guarantor assumes full responsibility for obtaining any
additional information regarding Borrower's financial condition and Lender shall
not be required to furnish Guarantor with any information of any kind regarding
Borrower's financial condition.

     10. ACCEPTANCE OF RISKS. Guarantor acknowledges the absolute and continuing
nature of this Guaranty and voluntarily accepts the full range of risks
associated herewith including, but not limited to, the risk that Borrower's
financial condition shall deteriorate or, if this Guaranty is unlimited, the
risk that Borrower shall incur additional Obligations to Lender in the future.

     11. SUBROGATION. Guarantor, after performing under this Guaranty, shall not
be subrogated to any of Lender's rights against any Borrower which presently is
or may become the subject of any bankruptcy proceedings. Under these
circumstances, Guarantor specifically waives any rights and claims as a creditor
of such Borrower's bankruptcy estate. Other than as mentioned above, Guarantor,
after fully performing under this Guaranty, will be subrogated to any of
Lender's rights against any Borrower, any other guarantor, any third party or
any collateral which may secure the obligations of these parties.

     12. APPLICATION OF PAYMENTS. Lender will be entitled to apply any payments
or other monies received from Borrower, any third party, or any collateral
against Borrower's present and future obligations to Lender in any order.

     13. ESSENCE OF TIME. Guarantor and Lender agree that time is of the
essence.

     14. TERMINATION. This Guaranty shall remain in full force and effect until
Lender executes and delivers to Guarantor a written release thereof.

     15. ASSIGNMENT. Guarantor shall not be entitled to assign any of its rights
or obligations described in this Guaranty without Lender's prior written consent
which may be withheld by Lender in its sole discretion. Lender shall be entitled
to assign some or all of its rights and remedies described in this Guaranty
without notice to or the prior consent of Guarantor in any manner. Unless the
Lender shall otherwise consent in writing, the Lender shall have an unimpaired
right prior and superior to that of any assignee, to enforce this Guaranty for
the benefit of the Lender, as to those Obligations that the Lender has not
assigned.

     16. MODIFICATION WAIVER. The modification or waiver of any of Guarantor's
obligations or Lender's rights under this Guaranty must be contained in a
writing signed by Lender. Lender may delay in exercising or fail to exercise any
of its rights without causing a waiver of those rights. A waiver on one occasion
shall not constitute a waiver on any other occasion.

     17. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon and inure
to the benefit of Guarantor and lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     18. NOTICE. Any notice or other communication to be provided under this
Guaranty shall be in writing and sent to the parties at the addresses described
in this Guaranty or such other addresses as the parties may designate in writing
from time to time.

     19. SEVERABILITY. If any provision of this Guaranty violates the law or is
unenforceable, the rest of the Guaranty shall remain valid.

     20. APPLICABLE LAW. This Guaranty shall be governed by the laws of the
state indicated in Lender's address. Guarantor consents to the jurisdiction and
venue of any court located in such state in the event of any legal proceeding
under this Guaranty.

     21. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Guaranty, Guarantor
agrees to pay Lender's attorneys' fees, legal expenses and other costs as
permitted by law.

     22. MISCELLANEOUS. This Guaranty is executed in connection with a
commercial loan. Guarantor will provide Lender with a current financial
statement upon request. All references to Guarantor in this Guaranty shall
include all entities or persons signing this Guaranty. If there is more than one
Guarantor, their obligations shall be joint and several. This Guaranty and any
related documents represent the complete and integrated understanding between
Guarantor and Lender pertaining to the terms and conditions of those documents.

     23. REPRESENTATIONS OF GUARANTOR. Guarantor acknowledges receipt of
reasonably equivalent value in consideration for the execution of this Guaranty
and represents that, after giving effect to this Guaranty, the fair market value
of Guarantor's assets exceeds Guarantor's total liabilities, including
contingent, subordinate and unliquidated liabilities, that Guarantor has
sufficient cash flow to meet debts as they mature, and that Guarantor does not
have unreasonably small capital.

     24 . ADDITIONAL TERMS.

     LENDER AND GUARANTOR SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY
ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF
THIS DOCUMENT.

     LENDER AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS, (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER
PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING CREDIT TO BORROWER.

     VENUE AND JURISDICTION SHALL BE IN DADE COUNTY, FLORIDA, FOR ANY
AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDING IN CONNECTION WITH THIS DOCUMENT
AND/OR ANY OTHER DOCUMENT SIGNED BY THE GUARANTOR IN FAVOR OF THE BANK.

                                        2

<PAGE>

                              COMMERCIAL CONTINUING
                                    GUARANTY

--------------------------------------------------------------------------------
     GUARANTOR                                 BORROWER
--------------------------------------------------------------------------------
NU RETECH OF FLORIDA, INC.             HI-RISE RECYCLING SYSTEMS,
16255 NW 54th Avenue                   INC. AND HESCO SALES, INC.
Miami, FL 33014                        16255 NW 54TH AVENUE
                                       MIAMI, FL  33014
--------------------------------------------------------------------------------
TELEPHONE NUMBER                       TELEPHONE NUMBER

--------------------------------------------------------------------------------
     1. CONSIDERATION. This Guaranty is being executed to induce Lender
indicated above to enter into one or more loans or other financial
accommodations with or on behalf of Borrower.

     2. GUARANTY. Guarantor hereby unconditionally guarantees the prompt and
full payment and performance of Borrower's present and future, joint and/or
several, direct and indirect, absolute and contingent, express and implied,
indebtedness, liabilities, obligations and covenants (cumulatively
"Obligations") to Lender.

[x]  UNLIMITED Guarantor's Obligations under the Guaranty shall be unlimited and
     shall include, all present or future written agreements between Borrower
     and Lender (whether executed for the same or different purposes), together
     with all interest and all of Lender's expenses and costs, including
     attorneys' fees, incurred in connection with the Obligations, including any
     amendments, extensions, modifications, renewals, replacements or
     substitutions thereto.

[ ]  LIMITED TO: Guarantor's Obligations under this Guaranty shall be limited
     to the principal amount of ___________________________________________
     Dollars, together with all interest and all of Lender's expenses and costs,
     including attorneys' fees, incurred in connection with the Obligations,
     including any amendments, extensions, modifications, renewals, replacements
     or substitutions thereto.

[ ]  LIMITED TO THE FOLLOWING DESCRIBED NOTES/AGREEMENTS: Guarantor's
     Obligations under this Guaranty shall be limited to the following described
     notes and agreements, together with all interest and all of Lender's
     expenses and costs, including attorneys' fees, incurred in connection with
     the Obligations, including any amendments, extensions, modifications,
     renewals, replacements or substitutions thereto:

--------------------------------------------------------------------------------
    INTEREST  PRINCIPAL AMOUNT/     FUNDING/      MATURITY  CUSTOMER    LOAN
      RATE     CREDIT LIMIT      AGREEMENT DATE     DATE     NUMBER    NUMBER
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

     3. ABSOLUTE AND CONTINUING NATURE OF GUARANTY. Guarantor's obligations
under this Guaranty are absolute and continuing and shall not be affected or
impaired if Lender amends, renews, extends, compromises, exchanges, fails to
exercise, impairs or releases any of the obligations belonging to any Borrower,
Co-guarantor or third party or any of Lender's rights against any Borrower,
Co-guarantor, third party, or collateral. In addition, Guarantor's Obligations
under this Guaranty shall not be affected or impaired by the death,
incompetency, termination, dissolution, insolvency, business cessation, or other
financial deterioration of any Borrower, Guarantor, or third party.

     4. DIRECT AND UNCONDITIONAL NATURE OF GUARANTY. Guarantor's Obligations
under this Guaranty are direct and unconditional and may be enforced without
requiring Lender to exercise, enforce, or exhaust any right or remedy against
any Borrower, Co-guarantor, third party, or collateral.

     5. WAIVER OF NOTICE. Guarantor hereby waives notice of the acceptance of
this Guaranty; notice of present and future extensions of credit and other
financial accommodations by Lender to any Borrower; presentment for payment,
demand, protest, dishonor, default, and nonpayment pertaining to the Obligations
and this Guaranty and all other notices and demands pertaining to the
Obligations and this Guaranty as permitted by law.

     6.DEFAULT. Guarantor shall be in default under this Guaranty in the event
that any Borrower or Guarantor:


          (a)  fails to pay any amount under this Guaranty or any other
               indebtedness to Lender when due (whether such amount is due by
               acceleration or otherwise);
          (b)  fails to perform any obligation or breaches any warranty or
               covenant to Lender contained in this Guaranty or any other
               present or future, written or oral, agreement;
          (c)  provides or causes any false or misleading signature or
               representation to be provided to Lender;
          (d)  allows any collateral for the Obligations or this Guaranty to be
               destroyed, lost or stolen, or damaged in any material respect;
          (e)  permits the entry or service of any garnishment, judgment, tax
               levy, attachment or lien against Borrower, Guarantor, or any of
               their property;
          (f)  dies, becomes legally incompetent, is dissolved or terminated,
               ceases to operate its business, becomes insolvent, makes an
               assignment for the benefit of creditors, or becomes the subject
               of any bankruptcy, insolvency or debtor rehabilitation
               proceeding; or
          (g)  causes Lender to deem itself insecure in good faith for any
               reason, or Lender, for any reason, in good faith deems itself
               insecure.

GUARANTOR ACKNOWLEDGES GUARANTOR HAS READ, UNDERSTANDS, AND AGREES TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT INCLUDING THE TERMS AND CONDITIONS ON THE
REVERSE SIDE. GUARANTOR HAS EXECUTED THIS AGREEMENT WITH THE INTENTION TO BE
LEGALLY BOUND. GUARANTOR ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS
AGREEMENT.

DATED:  DECEMBER 19, 1997
GUARANTOR: NU RETECH OF FLORIDA, INC.        GUARANTOR:

By: /s/ DONALD ENGEL                         By:
----------------------------                    -------------------------
         DONALD ENGEL
Title: C.E.O., CHAIRMAN                      Title:
----------------------------                    -------------------------
GUARANTOR:                                   GUARANTOR:

By:                                          By:
----------------------------                    -------------------------

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

<PAGE>


     7. RIGHTS OF LENDER ON DEFAULT. If there is a default under this Guaranty,
Lender shall be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law):

          (a)  to declare Guarantor's Obligations under this Guaranty
               immediately due and payable in full;

          (b)  to collect the outstanding obligations under this Guaranty with
               or without resorting to judicial process;

          (c)  to set-off Guarantor's Obligations under this Guaranty against
               any amounts due to Guarantor including, but not limited to,
               monies, instruments, and deposit accounts maintained with Lender,
               and

          (d)  to exercise all other rights available to Lender under any other
               written agreement or applicable law.
Lender's rights are cumulative and may be exercised together, separately, and in
any order.

     8. SUBORDINATION. Any indebtedness of Borrower now or hereafter owed to or
held by Guarantor is hereby subordinated to the Obligations of Borrower to
Lender. Guarantor agrees that Lender shall be preferred to Guarantor in any
assignment for the benefit of creditors or any bankruptcy, insolvency,
liquidation, or reorganization proceeding commenced by or against Borrower in
any federal or state court.

     9. INDEPENDENT INVESTIGATION. Guarantor's execution and delivery to Lender
of this Guaranty is based solely upon Guarantor's independent investigation of
Borrower's financial condition and not upon any written or oral representation
of Lender in any manner. Guarantor assumes full responsibility for obtaining any
additional information regarding Borrower's financial condition and Lender shall
not be required to furnish Guarantor with any information of any kind regarding
Borrower's financial condition.

     10. ACCEPTANCE OF RISKS. Guarantor acknowledges the absolute and continuing
nature of this Guaranty and voluntarily accepts the full range of risks
associated herewith including, but not limited to, the risk that Borrower's
financial condition shall deteriorate or, if this Guaranty is unlimited, the
risk that Borrower shall incur additional Obligations to Lender in the future.

     11. SUBROGATION. Guarantor, after performing under this Guaranty, shall not
be subrogated to any of Lender's rights against any Borrower which presently is
or may become the subject of any bankruptcy proceedings. Under these
circumstances, Guarantor specifically waives any rights and claims as a creditor
of such Borrower's bankruptcy estate. Other than as mentioned above, Guarantor,
after fully performing under this Guaranty, will be subrogated to any of
Lender's rights against any Borrower, any other guarantor, any third party or
any collateral which may secure the obligations of these parties.

     12. APPLICATION OF PAYMENTS. Lender will be entitled to apply any payments
or other monies received from Borrower, any third party, or any collateral
against Borrower's present and future obligations to Lender in any order.

     13. ESSENCE OF TIME. Guarantor and Lender agree that time is of the
essence.

     14. TERMINATION. This Guaranty shall remain in full force and effect until
Lender executes and delivers to Guarantor a written release thereof.

     15. ASSIGNMENT. Guarantor shall not be entitled to assign any of its rights
or obligations described in this Guaranty without Lender's prior written consent
which may be withheld by Lender in its sole discretion. Lender shall be entitled
to assign some or all of its rights and remedies described in this Guaranty
without notice to or the prior consent of Guarantor in any manner. Unless the
Lender shall otherwise consent in writing, the Lender shall have an unimpaired
right prior and superior to that of any assignee, to enforce this Guaranty for
the benefit of the Lender, as to those Obligations that the Lender has not
assigned.

     16. MODIFICATION WAIVER. The modification or waiver of any of Guarantor's
obligations or Lender's rights under this Guaranty must be contained in a
writing signed by Lender. Lender may delay in exercising or fail to exercise any
of its rights without causing a waiver of those rights. A waiver on one occasion
shall not constitute a waiver on any other occasion.

     17. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon and inure
to the benefit of Guarantor and lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     18. NOTICE. Any notice or other communication to be provided under this
Guaranty shall be in writing and sent to the parties at the addresses described
in this Guaranty or such other addresses as the parties may designate in writing
from time to time.

     19. SEVERABILITY. If any provision of this Guaranty violates the law or is
unenforceable, the rest of the Guaranty shall remain valid.

     20. APPLICABLE LAW. This Guaranty shall be governed by the laws of the
state indicated in Lender's address. Guarantor consents to the jurisdiction and
venue of any court located in such state in the event of any legal proceeding
under this Guaranty.

     21. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Guaranty, Guarantor
agrees to pay Lender's attorneys' fees, legal expenses and other costs as
permitted by law.

     22. MISCELLANEOUS. This Guaranty is executed in connection with a
commercial loan. Guarantor will provide Lender with a current financial
statement upon request. All references to Guarantor in this Guaranty shall
include all entities or persons signing this Guaranty. If there is more than one
Guarantor, their obligations shall be joint and several. This Guaranty and any
related documents represent the complete and integrated understanding between
Guarantor and Lender pertaining to the terms and conditions of those documents.

     23. REPRESENTATIONS OF GUARANTOR. Guarantor acknowledges receipt of
reasonably equivalent value in consideration for the execution of this Guaranty
and represents that, after giving effect to this Guaranty, the fair market value
of Guarantor's assets exceeds Guarantor's total liabilities, including
contingent, subordinate and unliquidated liabilities, that Guarantor has
sufficient cash flow to meet debts as they mature, and that Guarantor does not
have unreasonably small capital.

     24. ADDITIONAL TERMS.

     LENDER AND GUARANTOR SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY
ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF
THIS DOCUMENT.

     LENDER AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS, (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER
PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING CREDIT TO BORROWER.

     VENUE AND JURISDICTION SHALL BE IN DADE COUNTY, FLORIDA, FOR ANY
AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDING IN CONNECTION WITH THIS DOCUMENT
AND/OR ANY OTHER DOCUMENT SIGNED BY THE GUARANTOR IN FAVOR OF THE BANK.

                                       2

<PAGE>

                              COMMERCIAL CONTINUING
                                    GUARANTY

--------------------------------------------------------------------------------
     GUARANTOR                                 BORROWER
--------------------------------------------------------------------------------
RECYCLTECH, LTD.                       HI-RISE RECYCLING SYSTEMS,
471 Champagne Drive                    INC. AND HESCO SALES, INC.
New York, Ontario                      16255 NW 54TH AVENUE
                                       MIAMI, FL  33014
--------------------------------------------------------------------------------
TELEPHONE NUMBER                       TELEPHONE NUMBER

--------------------------------------------------------------------------------
     1. CONSIDERATION. This Guaranty is being executed to induce Lender
indicated above to enter into one or more loans or other financial
accommodations with or on behalf of Borrower.

     2. GUARANTY. Guarantor hereby unconditionally guarantees the prompt and
full payment and performance of Borrower's present and future, joint and/or
several, direct and indirect, absolute and contingent, express and implied,
indebtedness, liabilities, obligations and covenants (cumulatively
"Obligations") to Lender.

[x]  UNLIMITED Guarantor's Obligations under the Guaranty shall be unlimited and
     shall include, all present or future written agreements between Borrower
     and Lender (whether executed for the same or different purposes), together
     with all interest and all of Lender's expenses and costs, including
     attorneys' fees, incurred in connection with the Obligations, including any
     amendments, extensions, modifications, renewals, replacements or
     substitutions thereto.

[ ]  LIMITED TO: Guarantor's Obligations under this Guaranty shall be limited
     to the principal amount of ___________________________________________
     Dollars, together with all interest and all of Lender's expenses and costs,
     including attorneys' fees, incurred in connection with the Obligations,
     including any amendments, extensions, modifications, renewals, replacements
     or substitutions thereto.

[ ]  LIMITED TO THE FOLLOWING DESCRIBED NOTES/AGREEMENTS: Guarantor's
     Obligations under this Guaranty shall be limited to the following described
     notes and agreements, together with all interest and all of Lender's
     expenses and costs, including attorneys' fees, incurred in connection with
     the Obligations, including any amendments, extensions, modifications,
     renewals, replacements or substitutions thereto:

--------------------------------------------------------------------------------
    INTEREST  PRINCIPAL AMOUNT/     FUNDING/      MATURITY  CUSTOMER    LOAN
      RATE     CREDIT LIMIT      AGREEMENT DATE     DATE     NUMBER    NUMBER
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

     3. ABSOLUTE AND CONTINUING NATURE OF GUARANTY. Guarantor's obligations
under this Guaranty are absolute and continuing and shall not be affected or
impaired if Lender amends, renews, extends, compromises, exchanges, fails to
exercise, impairs or releases any of the obligations belonging to any Borrower,
Co-guarantor or third party or any of Lender's rights against any Borrower,
Co-guarantor, third party, or collateral. In addition, Guarantor's Obligations
under this Guaranty shall not be affected or impaired by the death,
incompetency, termination, dissolution, insolvency, business cessation, or other
financial deterioration of any Borrower, Guarantor, or third party.

     4. DIRECT AND UNCONDITIONAL NATURE OF GUARANTY. Guarantor's Obligations
under this Guaranty are direct and unconditional and may be enforced without
requiring Lender to exercise, enforce, or exhaust any right or remedy against
any Borrower, Co-guarantor, third party, or collateral.

     5. WAIVER OF NOTICE. Guarantor hereby waives notice of the acceptance of
this Guaranty; notice of present and future extensions of credit and other
financial accommodations by Lender to any Borrower; presentment for payment,
demand, protest, dishonor, default, and nonpayment pertaining to the Obligations
and this Guaranty and all other notices and demands pertaining to the
Obligations and this Guaranty as permitted by law.

     6.DEFAULT. Guarantor shall be in default under this Guaranty in the event
that any Borrower or Guarantor:


          (a)  fails to pay any amount under this Guaranty or any other
               indebtedness to Lender when due (whether such amount is due by
               acceleration or otherwise);
          (b)  fails to perform any obligation or breaches any warranty or
               covenant to Lender contained in this Guaranty or any other
               present or future, written or oral, agreement;
          (c)  provides or causes any false or misleading signature or
               representation to be provided to Lender;
          (d)  allows any collateral for the Obligations or this Guaranty to be
               destroyed, lost or stolen, or damaged in any material respect;
          (e)  permits the entry or service of any garnishment, judgment, tax
               levy, attachment or lien against Borrower, Guarantor, or any of
               their property;
          (f)  dies, becomes legally incompetent, is dissolved or terminated,
               ceases to operate its business, becomes insolvent, makes an
               assignment for the benefit of creditors, or becomes the subject
               of any bankruptcy, insolvency or debtor rehabilitation
               proceeding; or
          (g)  causes Lender to deem itself insecure in good faith for any
               reason, or Lender, for any reason, in good faith deems itself
               insecure.

GUARANTOR ACKNOWLEDGES GUARANTOR HAS READ, UNDERSTANDS, AND AGREES TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT INCLUDING THE TERMS AND CONDITIONS ON THE
REVERSE SIDE. GUARANTOR HAS EXECUTED THIS AGREEMENT WITH THE INTENTION TO BE
LEGALLY BOUND. GUARANTOR ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS
AGREEMENT.

DATED:  DECEMBER 19, 1997
GUARANTOR: RECYCLTECH, LTD                   GUARANTOR:

By: /s/ DONALD ENGEL                         By:
----------------------------                    -------------------------
         DONALD ENGEL
Title: C.E.O., CHAIRMAN                      Title:
----------------------------                    -------------------------
GUARANTOR:                                   GUARANTOR:

By:                                          By:
----------------------------                    -------------------------

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

<PAGE>


     7. RIGHTS OF LENDER ON DEFAULT. If there is a default under this Guaranty,
Lender shall be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law):

          (a)  to declare Guarantor's Obligations under this Guaranty
               immediately due and payable in full;
          (b)  to collect the outstanding obligations under this Guaranty with
               or without resorting to judicial process;
          (c)  to set-off Guarantor's Obligations under this Guaranty against
               any amounts due to Guarantor including, but not limited to,
               monies, instruments, and deposit accounts maintained with Lender,
               and
          (d)  to exercise all other rights available to Lender under any other
               written agreement or applicable law. Lender's rights are
               cumulative and may be exercised together, separately, and in any
               order.

     8. SUBORDINATION. Any indebtedness of Borrower now or hereafter owed to or
held by Guarantor is hereby subordinated to the Obligations of Borrower to
Lender. Guarantor agrees that Lender shall be preferred to Guarantor in any
assignment for the benefit of creditors or any bankruptcy, insolvency,
liquidation, or reorganization proceeding commenced by or against Borrower in
any federal or state court.

     9. INDEPENDENT INVESTIGATION. Guarantor's execution and delivery to Lender
of this Guaranty is based solely upon Guarantor's independent investigation of
Borrower's financial condition and not upon any written or oral representation
of Lender in any manner. Guarantor assumes full responsibility for obtaining any
additional information regarding Borrower's financial condition and Lender shall
not be required to furnish Guarantor with any information of any kind regarding
Borrower's financial condition.

     10. ACCEPTANCE OF RISKS. Guarantor acknowledges the absolute and continuing
nature of this Guaranty and voluntarily accepts the full range of risks
associated herewith including, but not limited to, the risk that Borrower's
financial condition shall deteriorate or, if this Guaranty is unlimited, the
risk that Borrower shall incur additional Obligations to Lender in the future.

     11. SUBROGATION. Guarantor, after performing under this Guaranty, shall not
be subrogated to any of Lender's rights against any Borrower which presently is
or may become the subject of any bankruptcy proceedings. Under these
circumstances, Guarantor specifically waives any rights and claims as a creditor
of such Borrower's bankruptcy estate. Other than as mentioned above, Guarantor,
after fully performing under this Guaranty, will be subrogated to any of
Lender's rights against any Borrower, any other guarantor, any third party or
any collateral which may secure the obligations of these parties.

     12. APPLICATION OF PAYMENTS. Lender will be entitled to apply any payments
or other monies received from Borrower, any third party, or any collateral
against Borrower's present and future obligations to Lender in any order.

     13. ESSENCE OF TIME. Guarantor and Lender agree that time is of the
essence.

     14. TERMINATION. This Guaranty shall remain in full force and effect until
Lender executes and delivers to Guarantor a written release thereof.

     15. ASSIGNMENT. Guarantor shall not be entitled to assign any of its rights
or obligations described in this Guaranty without Lender's prior written consent
which may be withheld by Lender in its sole discretion. Lender shall be entitled
to assign some or all of its rights and remedies described in this Guaranty
without notice to or the prior consent of Guarantor in any manner. Unless the
Lender shall otherwise consent in writing, the Lender shall have an unimpaired
right prior and superior to that of any assignee, to enforce this Guaranty for
the benefit of the Lender, as to those Obligations that the Lender has not
assigned.

     16. MODIFICATION WAIVER. The modification or waiver of any of Guarantor's
obligations or Lender's rights under this Guaranty must be contained in a
writing signed by Lender. Lender may delay in exercising or fail to exercise any
of its rights without causing a waiver of those rights. A waiver on one occasion
shall not constitute a waiver on any other occasion.

     17. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon and inure
to the benefit of Guarantor and lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     18. NOTICE. Any notice or other communication to be provided under this
Guaranty shall be in writing and sent to the parties at the addresses described
in this Guaranty or such other addresses as the parties may designate in writing
from time to time.

     19. SEVERABILITY. If any provision of this Guaranty violates the law or is
unenforceable, the rest of the Guaranty shall remain valid.

     20. APPLICABLE LAW. This Guaranty shall be governed by the laws of the
state indicated in Lender's address. Guarantor consents to the jurisdiction and
venue of any court located in such state in the event of any legal proceeding
under this Guaranty.

     21. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Guaranty, Guarantor
agrees to pay Lender's attorneys' fees, legal expenses and other costs as
permitted by law.

     22. MISCELLANEOUS. This Guaranty is executed in connection with a
commercial loan. Guarantor will provide Lender with a current financial
statement upon request. All references to Guarantor in this Guaranty shall
include all entities or persons signing this Guaranty. If there is more than one
Guarantor, their obligations shall be joint and several. This Guaranty and any
related documents represent the complete and integrated understanding between
Guarantor and Lender pertaining to the terms and conditions of those documents.

     23. REPRESENTATIONS OF GUARANTOR. Guarantor acknowledges receipt of
reasonably equivalent value in consideration for the execution of this Guaranty
and represents that, after giving effect to this Guaranty, the fair market value
of Guarantor's assets exceeds Guarantor's total liabilities, including
contingent, subordinate and unliquidated liabilities, that Guarantor has
sufficient cash flow to meet debts as they mature, and that Guarantor does not
have unreasonably small capital.

     24. ADDITIONAL TERMS.

     LENDER AND GUARANTOR SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY
ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF
THIS DOCUMENT.

     LENDER AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS, (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER
PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING CREDIT TO BORROWER.

     VENUE AND JURISDICTION SHALL BE IN DADE COUNTY, FLORIDA, FOR ANY
AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDING IN CONNECTION WITH THIS DOCUMENT
AND/OR ANY OTHER DOCUMENT SIGNED BY THE GUARANTOR IN FAVOR OF THE BANK.

                                       2


<PAGE>

                              COMMERCIAL CONTINUING
                                    GUARANTY

--------------------------------------------------------------------------------
     GUARANTOR                                 BORROWER
--------------------------------------------------------------------------------
UNITED TRUCK & BODY CORPORATION        HI-RISE RECYCLING SYSTEMS,
27137 County Road #33                  INC. AND HESCO SALES, INC.
Okahumpka, FL 34762                    16255 NW 54TH AVENUE
                                       MIAMI, FL  33014
--------------------------------------------------------------------------------
TELEPHONE NUMBER                       TELEPHONE NUMBER

--------------------------------------------------------------------------------
     1. CONSIDERATION. This Guaranty is being executed to induce Lender
indicated above to enter into one or more loans or other financial
accommodations with or on behalf of Borrower.

     2. GUARANTY. Guarantor hereby unconditionally guarantees the prompt and
full payment and performance of Borrower's present and future, joint and/or
several, direct and indirect, absolute and contingent, express and implied,
indebtedness, liabilities, obligations and covenants (cumulatively
"Obligations") to Lender.

[x]  UNLIMITED Guarantor's Obligations under the Guaranty shall be unlimited and
     shall include, all present or future written agreements between Borrower
     and Lender (whether executed for the same or different purposes), together
     with all interest and all of Lender's expenses and costs, including
     attorneys' fees, incurred in connection with the Obligations, including any
     amendments, extensions, modifications, renewals, replacements or
     substitutions thereto.

[ ]  LIMITED TO: Guarantor's Obligations under this Guaranty shall be limited
     to the principal amount of ___________________________________________
     Dollars, together with all interest and all of Lender's expenses and costs,
     including attorneys' fees, incurred in connection with the Obligations,
     including any amendments, extensions, modifications, renewals, replacements
     or substitutions thereto.

[ ]  LIMITED TO THE FOLLOWING DESCRIBED NOTES/AGREEMENTS: Guarantor's
     Obligations under this Guaranty shall be limited to the following described
     notes and agreements, together with all interest and all of Lender's
     expenses and costs, including attorneys' fees, incurred in connection with
     the Obligations, including any amendments, extensions, modifications,
     renewals, replacements or substitutions thereto:

--------------------------------------------------------------------------------
    INTEREST  PRINCIPAL AMOUNT/     FUNDING/      MATURITY  CUSTOMER    LOAN
      RATE     CREDIT LIMIT      AGREEMENT DATE     DATE     NUMBER    NUMBER
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

     3. ABSOLUTE AND CONTINUING NATURE OF GUARANTY. Guarantor's obligations
under this Guaranty are absolute and continuing and shall not be affected or
impaired if Lender amends, renews, extends, compromises, exchanges, fails to
exercise, impairs or releases any of the obligations belonging to any Borrower,
Co-guarantor or third party or any of Lender's rights against any Borrower,
Co-guarantor, third party, or collateral. In addition, Guarantor's Obligations
under this Guaranty shall not be affected or impaired by the death,
incompetency, termination, dissolution, insolvency, business cessation, or other
financial deterioration of any Borrower, Guarantor, or third party.

     4. DIRECT AND UNCONDITIONAL NATURE OF GUARANTY. Guarantor's Obligations
under this Guaranty are direct and unconditional and may be enforced without
requiring Lender to exercise, enforce, or exhaust any right or remedy against
any Borrower, Co-guarantor, third party, or collateral.

     5. WAIVER OF NOTICE. Guarantor hereby waives notice of the acceptance of
this Guaranty; notice of present and future extensions of credit and other
financial accommodations by Lender to any Borrower; presentment for payment,
demand, protest, dishonor, default, and nonpayment pertaining to the Obligations
and this Guaranty and all other notices and demands pertaining to the
Obligations and this Guaranty as permitted by law.

     6.DEFAULT. Guarantor shall be in default under this Guaranty in the event
that any Borrower or Guarantor:


          (a)  fails to pay any amount under this Guaranty or any other
               indebtedness to Lender when due (whether such amount is due by
               acceleration or otherwise);
          (b)  fails to perform any obligation or breaches any warranty or
               covenant to Lender contained in this Guaranty or any other
               present or future, written or oral, agreement;
          (c)  provides or causes any false or misleading signature or
               representation to be provided to Lender;
          (d)  allows any collateral for the Obligations or this Guaranty to be
               destroyed, lost or stolen, or damaged in any material respect;
          (e)  permits the entry or service of any garnishment, judgment, tax
               levy, attachment or lien against Borrower, Guarantor, or any of
               their property;
          (f)  dies, becomes legally incompetent, is dissolved or terminated,
               ceases to operate its business, becomes insolvent, makes an
               assignment for the benefit of creditors, or becomes the subject
               of any bankruptcy, insolvency or debtor rehabilitation
               proceeding; or
          (g)  causes Lender to deem itself insecure in good faith for any
               reason, or Lender, for any reason, in good faith deems itself
               insecure.

GUARANTOR ACKNOWLEDGES GUARANTOR HAS READ, UNDERSTANDS, AND AGREES TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT INCLUDING THE TERMS AND CONDITIONS ON THE
REVERSE SIDE. GUARANTOR HAS EXECUTED THIS AGREEMENT WITH THE INTENTION TO BE
LEGALLY BOUND. GUARANTOR ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS
AGREEMENT.

DATED:  DECEMBER 19, 1997
GUARANTOR: UNITED TRUCK & BODY CORPORATION  GUARANTOR:

By: /s/ DONALD ENGEL                         By:
----------------------------                    -------------------------
         DONALD ENGEL
Title: C.E.O., CHAIRMAN                      Title:
----------------------------                    -------------------------
GUARANTOR:                                   GUARANTOR:

By:                                          By:
----------------------------                    -------------------------

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

<PAGE>


     7. RIGHTS OF LENDER ON DEFAULT. If there is a default under this Guaranty,
Lender shall be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law):

          (a)  to declare Guarantor's Obligations under this Guaranty
               immediately due and payable in full;
          (b)  to collect the outstanding obligations under this Guaranty with
               or without resorting to judicial process;
          (c)  to set-off Guarantor's Obligations under this Guaranty against
               any amounts due to Guarantor including, but not limited to,
               monies, instruments, and deposit accounts maintained with Lender,
               and
          (d)  to exercise all other rights available to Lender under any other
               written agreement or applicable law. Lender's rights are
               cumulative and may be exercised together, separately, and in any
               order.

     8. SUBORDINATION. Any indebtedness of Borrower now or hereafter owed to or
held by Guarantor is hereby subordinated to the Obligations of Borrower to
Lender. Guarantor agrees that Lender shall be preferred to Guarantor in any
assignment for the benefit of creditors or any bankruptcy, insolvency,
liquidation, or reorganization proceeding commenced by or against Borrower in
any federal or state court.

     9. INDEPENDENT INVESTIGATION. Guarantor's execution and delivery to Lender
of this Guaranty is based solely upon Guarantor's independent investigation of
Borrower's financial condition and not upon any written or oral representation
of Lender in any manner. Guarantor assumes full responsibility for obtaining any
additional information regarding Borrower's financial condition and Lender shall
not be required to furnish Guarantor with any information of any kind regarding
Borrower's financial condition.

     10. ACCEPTANCE OF RISKS. Guarantor acknowledges the absolute and continuing
nature of this Guaranty and voluntarily accepts the full range of risks
associated herewith including, but not limited to, the risk that Borrower's
financial condition shall deteriorate or, if this Guaranty is unlimited, the
risk that Borrower shall incur additional Obligations to Lender in the future.

     11. SUBROGATION. Guarantor, after performing under this Guaranty, shall not
be subrogated to any of Lender's rights against any Borrower which presently is
or may become the subject of any bankruptcy proceedings. Under these
circumstances, Guarantor specifically waives any rights and claims as a creditor
of such Borrower's bankruptcy estate. Other than as mentioned above, Guarantor,
after fully performing under this Guaranty, will be subrogated to any of
Lender's rights against any Borrower, any other guarantor, any third party or
any collateral which may secure the obligations of these parties.

     12. APPLICATION OF PAYMENTS. Lender will be entitled to apply any payments
or other monies received from Borrower, any third party, or any collateral
against Borrower's present and future obligations to Lender in any order.

     13. ESSENCE OF TIME. Guarantor and Lender agree that time is of the
essence.

     14. TERMINATION. This Guaranty shall remain in full force and effect until
Lender executes and delivers to Guarantor a written release thereof.

     15. ASSIGNMENT. Guarantor shall not be entitled to assign any of its rights
or obligations described in this Guaranty without Lender's prior written consent
which may be withheld by Lender in its sole discretion. Lender shall be entitled
to assign some or all of its rights and remedies described in this Guaranty
without notice to or the prior consent of Guarantor in any manner. Unless the
Lender shall otherwise consent in writing, the Lender shall have an unimpaired
right prior and superior to that of any assignee, to enforce this Guaranty for
the benefit of the Lender, as to those Obligations that the Lender has not
assigned.

     16. MODIFICATION WAIVER. The modification or waiver of any of Guarantor's
obligations or Lender's rights under this Guaranty must be contained in a
writing signed by Lender. Lender may delay in exercising or fail to exercise any
of its rights without causing a waiver of those rights. A waiver on one occasion
shall not constitute a waiver on any other occasion.

     17. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon and inure
to the benefit of Guarantor and lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     18. NOTICE. Any notice or other communication to be provided under this
Guaranty shall be in writing and sent to the parties at the addresses described
in this Guaranty or such other addresses as the parties may designate in writing
from time to time.

     19. SEVERABILITY. If any provision of this Guaranty violates the law or is
unenforceable, the rest of the Guaranty shall remain valid.

     20. APPLICABLE LAW. This Guaranty shall be governed by the laws of the
state indicated in Lender's address. Guarantor consents to the jurisdiction and
venue of any court located in such state in the event of any legal proceeding
under this Guaranty.

     21. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Guaranty, Guarantor
agrees to pay Lender's attorneys' fees, legal expenses and other costs as
permitted by law.

     22. MISCELLANEOUS. This Guaranty is executed in connection with a
commercial loan. Guarantor will provide Lender with a current financial
statement upon request. All references to Guarantor in this Guaranty shall
include all entities or persons signing this Guaranty. If there is more than one
Guarantor, their obligations shall be joint and several. This Guaranty and any
related documents represent the complete and integrated understanding between
Guarantor and Lender pertaining to the terms and conditions of those documents.

     23. REPRESENTATIONS OF GUARANTOR. Guarantor acknowledges receipt of
reasonably equivalent value in consideration for the execution of this Guaranty
and represents that, after giving effect to this Guaranty, the fair market value
of Guarantor's assets exceeds Guarantor's total liabilities, including
contingent, subordinate and unliquidated liabilities, that Guarantor has
sufficient cash flow to meet debts as they mature, and that Guarantor does not
have unreasonably small capital.

     24. ADDITIONAL TERMS.

     LENDER AND GUARANTOR SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY
ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF
THIS DOCUMENT.

     LENDER AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS, (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER
PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING CREDIT TO BORROWER.

     VENUE AND JURISDICTION SHALL BE IN DADE COUNTY, FLORIDA, FOR ANY
AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDING IN CONNECTION WITH THIS DOCUMENT
AND/OR ANY OTHER DOCUMENT SIGNED BY THE GUARANTOR IN FAVOR OF THE BANK.

                                       2

<PAGE>

                              COMMERCIAL CONTINUING
                                    GUARANTY

--------------------------------------------------------------------------------
     GUARANTOR                                 BORROWER
--------------------------------------------------------------------------------
U.S. CONTAINER CORP.                   HI-RISE RECYCLING SYSTEMS,
8505 NS 74th Street                    INC. AND HESCO SALES, INC.
Miami, FL                              16255 NW 54TH AVENUE
                                       MIAMI, FL  33014
--------------------------------------------------------------------------------
TELEPHONE NUMBER                       TELEPHONE NUMBER

--------------------------------------------------------------------------------
     1. CONSIDERATION. This Guaranty is being executed to induce Lender
indicated above to enter into one or more loans or other financial
accommodations with or on behalf of Borrower.

     2. GUARANTY. Guarantor hereby unconditionally guarantees the prompt and
full payment and performance of Borrower's present and future, joint and/or
several, direct and indirect, absolute and contingent, express and implied,
indebtedness, liabilities, obligations and covenants (cumulatively
"Obligations") to Lender.

[x]  UNLIMITED Guarantor's Obligations under the Guaranty shall be unlimited and
     shall include, all present or future written agreements between Borrower
     and Lender (whether executed for the same or different purposes), together
     with all interest and all of Lender's expenses and costs, including
     attorneys' fees, incurred in connection with the Obligations, including any
     amendments, extensions, modifications, renewals, replacements or
     substitutions thereto.

[ ]  LIMITED TO: Guarantor's Obligations under this Guaranty shall be limited
     to the principal amount of ___________________________________________
     Dollars, together with all interest and all of Lender's expenses and costs,
     including attorneys' fees, incurred in connection with the Obligations,
     including any amendments, extensions, modifications, renewals, replacements
     or substitutions thereto.

[ ]  LIMITED TO THE FOLLOWING DESCRIBED NOTES/AGREEMENTS: Guarantor's
     Obligations under this Guaranty shall be limited to the following described
     notes and agreements, together with all interest and all of Lender's
     expenses and costs, including attorneys' fees, incurred in connection with
     the Obligations, including any amendments, extensions, modifications,
     renewals, replacements or substitutions thereto:

--------------------------------------------------------------------------------
    INTEREST  PRINCIPAL AMOUNT/     FUNDING/      MATURITY  CUSTOMER    LOAN
      RATE     CREDIT LIMIT      AGREEMENT DATE     DATE     NUMBER    NUMBER
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

     3. ABSOLUTE AND CONTINUING NATURE OF GUARANTY. Guarantor's obligations
under this Guaranty are absolute and continuing and shall not be affected or
impaired if Lender amends, renews, extends, compromises, exchanges, fails to
exercise, impairs or releases any of the obligations belonging to any Borrower,
Co-guarantor or third party or any of Lender's rights against any Borrower,
Co-guarantor, third party, or collateral. In addition, Guarantor's Obligations
under this Guaranty shall not be affected or impaired by the death,
incompetency, termination, dissolution, insolvency, business cessation, or other
financial deterioration of any Borrower, Guarantor, or third party.

     4. DIRECT AND UNCONDITIONAL NATURE OF GUARANTY. Guarantor's Obligations
under this Guaranty are direct and unconditional and may be enforced without
requiring Lender to exercise, enforce, or exhaust any right or remedy against
any Borrower, Co-guarantor, third party, or collateral.

     5. WAIVER OF NOTICE. Guarantor hereby waives notice of the acceptance of
this Guaranty; notice of present and future extensions of credit and other
financial accommodations by Lender to any Borrower; presentment for payment,
demand, protest, dishonor, default, and nonpayment pertaining to the Obligations
and this Guaranty and all other notices and demands pertaining to the
Obligations and this Guaranty as permitted by law.

     6.DEFAULT. Guarantor shall be in default under this Guaranty in the event
that any Borrower or Guarantor:


          (a)  fails to pay any amount under this Guaranty or any other
               indebtedness to Lender when due (whether such amount is due by
               acceleration or otherwise);
          (b)  fails to perform any obligation or breaches any warranty or
               covenant to Lender contained in this Guaranty or any other
               present or future, written or oral, agreement;
          (c)  provides or causes any false or misleading signature or
               representation to be provided to Lender;
          (d)  allows any collateral for the Obligations or this Guaranty to be
               destroyed, lost or stolen, or damaged in any material respect;
          (e)  permits the entry or service of any garnishment, judgment, tax
               levy, attachment or lien against Borrower, Guarantor, or any of
               their property;
          (f)  dies, becomes legally incompetent, is dissolved or terminated,
               ceases to operate its business, becomes insolvent, makes an
               assignment for the benefit of creditors, or becomes the subject
               of any bankruptcy, insolvency or debtor rehabilitation
               proceeding; or
          (g)  causes Lender to deem itself insecure in good faith for any
               reason, or Lender, for any reason, in good faith deems itself
               insecure.

GUARANTOR ACKNOWLEDGES GUARANTOR HAS READ, UNDERSTANDS, AND AGREES TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT INCLUDING THE TERMS AND CONDITIONS ON THE
REVERSE SIDE. GUARANTOR HAS EXECUTED THIS AGREEMENT WITH THE INTENTION TO BE
LEGALLY BOUND. GUARANTOR ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS
AGREEMENT.

DATED:  DECEMBER 19, 1997
GUARANTOR: U.S. CONTAINERS CORP.             GUARANTOR:

By: /s/ DONALD ENGEL                         By:
----------------------------                    -------------------------
         DONALD ENGEL
Title: C.E.O., CHAIRMAN                      Title:
----------------------------                    -------------------------
GUARANTOR:                                   GUARANTOR:

By:                                          By:
----------------------------                    -------------------------

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

<PAGE>


     7. RIGHTS OF LENDER ON DEFAULT. If there is a default under this Guaranty,
Lender shall be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law):

          (a)  to declare Guarantor's Obligations under this Guaranty
               immediately due and payable in full;
          (b)  to collect the outstanding obligations under this Guaranty with
               or without resorting to judicial process;
          (c)  to set-off Guarantor's Obligations under this Guaranty against
               any amounts due to Guarantor including, but not limited to,
               monies, instruments, and deposit accounts maintained with Lender,
               and
          (d)  to exercise all other rights available to Lender under any other
               written agreement or applicable law. Lender's rights are
               cumulative and may be exercised together, separately, and in any
               order.

     8. SUBORDINATION. Any indebtedness of Borrower now or hereafter owed to or
held by Guarantor is hereby subordinated to the Obligations of Borrower to
Lender. Guarantor agrees that Lender shall be preferred to Guarantor in any
assignment for the benefit of creditors or any bankruptcy, insolvency,
liquidation, or reorganization proceeding commenced by or against Borrower in
any federal or state court.

     9. INDEPENDENT INVESTIGATION. Guarantor's execution and delivery to Lender
of this Guaranty is based solely upon Guarantor's independent investigation of
Borrower's financial condition and not upon any written or oral representation
of Lender in any manner. Guarantor assumes full responsibility for obtaining any
additional information regarding Borrower's financial condition and Lender shall
not be required to furnish Guarantor with any information of any kind regarding
Borrower's financial condition.

     10. ACCEPTANCE OF RISKS. Guarantor acknowledges the absolute and continuing
nature of this Guaranty and voluntarily accepts the full range of risks
associated herewith including, but not limited to, the risk that Borrower's
financial condition shall deteriorate or, if this Guaranty is unlimited, the
risk that Borrower shall incur additional Obligations to Lender in the future.

     11. SUBROGATION. Guarantor, after performing under this Guaranty, shall not
be subrogated to any of Lender's rights against any Borrower which presently is
or may become the subject of any bankruptcy proceedings. Under these
circumstances, Guarantor specifically waives any rights and claims as a creditor
of such Borrower's bankruptcy estate. Other than as mentioned above, Guarantor,
after fully performing under this Guaranty, will be subrogated to any of
Lender's rights against any Borrower, any other guarantor, any third party or
any collateral which may secure the obligations of these parties.

     12. APPLICATION OF PAYMENTS. Lender will be entitled to apply any payments
or other monies received from Borrower, any third party, or any collateral
against Borrower's present and future obligations to Lender in any order.

     13. ESSENCE OF TIME. Guarantor and Lender agree that time is of the
essence.

     14. TERMINATION. This Guaranty shall remain in full force and effect until
Lender executes and delivers to Guarantor a written release thereof.

     15. ASSIGNMENT. Guarantor shall not be entitled to assign any of its rights
or obligations described in this Guaranty without Lender's prior written consent
which may be withheld by Lender in its sole discretion. Lender shall be entitled
to assign some or all of its rights and remedies described in this Guaranty
without notice to or the prior consent of Guarantor in any manner. Unless the
Lender shall otherwise consent in writing, the Lender shall have an unimpaired
right prior and superior to that of any assignee, to enforce this Guaranty for
the benefit of the Lender, as to those Obligations that the Lender has not
assigned.

     16. MODIFICATION WAIVER. The modification or waiver of any of Guarantor's
obligations or Lender's rights under this Guaranty must be contained in a
writing signed by Lender. Lender may delay in exercising or fail to exercise any
of its rights without causing a waiver of those rights. A waiver on one occasion
shall not constitute a waiver on any other occasion.

     17. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon and inure
to the benefit of Guarantor and lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     18. NOTICE. Any notice or other communication to be provided under this
Guaranty shall be in writing and sent to the parties at the addresses described
in this Guaranty or such other addresses as the parties may designate in writing
from time to time.

     19. SEVERABILITY. If any provision of this Guaranty violates the law or is
unenforceable, the rest of the Guaranty shall remain valid.

     20. APPLICABLE LAW. This Guaranty shall be governed by the laws of the
state indicated in Lender's address. Guarantor consents to the jurisdiction and
venue of any court located in such state in the event of any legal proceeding
under this Guaranty.

     21. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Guaranty, Guarantor
agrees to pay Lender's attorneys' fees, legal expenses and other costs as
permitted by law.

     22. MISCELLANEOUS. This Guaranty is executed in connection with a
commercial loan. Guarantor will provide Lender with a current financial
statement upon request. All references to Guarantor in this Guaranty shall
include all entities or persons signing this Guaranty. If there is more than one
Guarantor, their obligations shall be joint and several. This Guaranty and any
related documents represent the complete and integrated understanding between
Guarantor and Lender pertaining to the terms and conditions of those documents.

     23. REPRESENTATIONS OF GUARANTOR. Guarantor acknowledges receipt of
reasonably equivalent value in consideration for the execution of this Guaranty
and represents that, after giving effect to this Guaranty, the fair market value
of Guarantor's assets exceeds Guarantor's total liabilities, including
contingent, subordinate and unliquidated liabilities, that Guarantor has
sufficient cash flow to meet debts as they mature, and that Guarantor does not
have unreasonably small capital.

     24. ADDITIONAL TERMS.

     LENDER AND GUARANTOR SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY
ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF
THIS DOCUMENT.

     LENDER AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS, (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER
PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING CREDIT TO BORROWER.

     VENUE AND JURISDICTION SHALL BE IN DADE COUNTY, FLORIDA, FOR ANY
AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDING IN CONNECTION WITH THIS DOCUMENT
AND/OR ANY OTHER DOCUMENT SIGNED BY THE GUARANTOR IN FAVOR OF THE BANK.

                                       2


        
<PAGE>

                              COMMERCIAL CONTINUING
                                    GUARANTY

--------------------------------------------------------------------------------
     GUARANTOR                                 BORROWER
--------------------------------------------------------------------------------
U.S CYLINDER CO.                       HI-RISE RECYCLING SYSTEMS,
8505 NW 74th Street                    INC. AND HESCO SALES, INC.
Miami, FL                              16255 NW 54TH AVENUE
                                       MIAMI, FL  33014
--------------------------------------------------------------------------------
TELEPHONE NUMBER                       TELEPHONE NUMBER

--------------------------------------------------------------------------------
     1. CONSIDERATION. This Guaranty is being executed to induce Lender
indicated above to enter into one or more loans or other financial
accommodations with or on behalf of Borrower.

     2. GUARANTY. Guarantor hereby unconditionally guarantees the prompt and
full payment and performance of Borrower's present and future, joint and/or
several, direct and indirect, absolute and contingent, express and implied,
indebtedness, liabilities, obligations and covenants (cumulatively
"Obligations") to Lender.

[x]  UNLIMITED Guarantor's Obligations under the Guaranty shall be unlimited and
     shall include, all present or future written agreements between Borrower
     and Lender (whether executed for the same or different purposes), together
     with all interest and all of Lender's expenses and costs, including
     attorneys' fees, incurred in connection with the Obligations, including any
     amendments, extensions, modifications, renewals, replacements or
     substitutions thereto.

[ ]  LIMITED TO: Guarantor's Obligations under this Guaranty shall be limited
     to the principal amount of ___________________________________________
     Dollars, together with all interest and all of Lender's expenses and costs,
     including attorneys' fees, incurred in connection with the Obligations,
     including any amendments, extensions, modifications, renewals, replacements
     or substitutions thereto.

[ ]  LIMITED TO THE FOLLOWING DESCRIBED NOTES/AGREEMENTS: Guarantor's
     Obligations under this Guaranty shall be limited to the following described
     notes and agreements, together with all interest and all of Lender's
     expenses and costs, including attorneys' fees, incurred in connection with
     the Obligations, including any amendments, extensions, modifications,
     renewals, replacements or substitutions thereto:

--------------------------------------------------------------------------------
    INTEREST  PRINCIPAL AMOUNT/     FUNDING/      MATURITY  CUSTOMER    LOAN
      RATE     CREDIT LIMIT      AGREEMENT DATE     DATE     NUMBER    NUMBER
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

     3. ABSOLUTE AND CONTINUING NATURE OF GUARANTY. Guarantor's obligations
under this Guaranty are absolute and continuing and shall not be affected or
impaired if Lender amends, renews, extends, compromises, exchanges, fails to
exercise, impairs or releases any of the obligations belonging to any Borrower,
Co-guarantor or third party or any of Lender's rights against any Borrower,
Co-guarantor, third party, or collateral. In addition, Guarantor's Obligations
under this Guaranty shall not be affected or impaired by the death,
incompetency, termination, dissolution, insolvency, business cessation, or other
financial deterioration of any Borrower, Guarantor, or third party.

     4. DIRECT AND UNCONDITIONAL NATURE OF GUARANTY. Guarantor's Obligations
under this Guaranty are direct and unconditional and may be enforced without
requiring Lender to exercise, enforce, or exhaust any right or remedy against
any Borrower, Co-guarantor, third party, or collateral.

     5. WAIVER OF NOTICE. Guarantor hereby waives notice of the acceptance of
this Guaranty; notice of present and future extensions of credit and other
financial accommodations by Lender to any Borrower; presentment for payment,
demand, protest, dishonor, default, and nonpayment pertaining to the Obligations
and this Guaranty and all other notices and demands pertaining to the
Obligations and this Guaranty as permitted by law.

     6.DEFAULT. Guarantor shall be in default under this Guaranty in the event
that any Borrower or Guarantor:


          (a)  fails to pay any amount under this Guaranty or any other
               indebtedness to Lender when due (whether such amount is due by
               acceleration or otherwise);
          (b)  fails to perform any obligation or breaches any warranty or
               covenant to Lender contained in this Guaranty or any other
               present or future, written or oral, agreement;
          (c)  provides or causes any false or misleading signature or
               representation to be provided to Lender;
          (d)  allows any collateral for the Obligations or this Guaranty to be
               destroyed, lost or stolen, or damaged in any material respect;
          (e)  permits the entry or service of any garnishment, judgment, tax
               levy, attachment or lien against Borrower, Guarantor, or any of
               their property;
          (f)  dies, becomes legally incompetent, is dissolved or terminated,
               ceases to operate its business, becomes insolvent, makes an
               assignment for the benefit of creditors, or becomes the subject
               of any bankruptcy, insolvency or debtor rehabilitation
               proceeding; or
          (g)  causes Lender to deem itself insecure in good faith for any
               reason, or Lender, for any reason, in good faith deems itself
               insecure.

GUARANTOR ACKNOWLEDGES GUARANTOR HAS READ, UNDERSTANDS, AND AGREES TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT INCLUDING THE TERMS AND CONDITIONS ON THE
REVERSE SIDE. GUARANTOR HAS EXECUTED THIS AGREEMENT WITH THE INTENTION TO BE
LEGALLY BOUND. GUARANTOR ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS
AGREEMENT.

DATED:  DECEMBER 19, 1997
GUARANTOR: U.S. CYLINDER CO.                 GUARANTOR:

By: /s/ DONALD ENGEL                         By:
----------------------------                    -------------------------
         DONALD ENGEL
Title: C.E.O., CHAIRMAN                      Title:
----------------------------                    -------------------------
GUARANTOR:                                   GUARANTOR:

By:                                          By:
----------------------------                    -------------------------

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

<PAGE>


     7. RIGHTS OF LENDER ON DEFAULT. If there is a default under this Guaranty,
Lender shall be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law):

          (a)  to declare Guarantor's Obligations under this Guaranty
               immediately due and payable in full;
          (b)  to collect the outstanding obligations under this Guaranty with
               or without resorting to judicial process;
          (c)  to set-off Guarantor's Obligations under this Guaranty against
               any amounts due to Guarantor including, but not limited to,
               monies, instruments, and deposit accounts maintained with Lender,
               and
          (d)  to exercise all other rights available to Lender under any other
               written agreement or applicable law. Lender's rights are
               cumulative and may be exercised together, separately, and in any
               order.

     8. SUBORDINATION. Any indebtedness of Borrower now or hereafter owed to or
held by Guarantor is hereby subordinated to the Obligations of Borrower to
Lender. Guarantor agrees that Lender shall be preferred to Guarantor in any
assignment for the benefit of creditors or any bankruptcy, insolvency,
liquidation, or reorganization proceeding commenced by or against Borrower in
any federal or state court.

     9. INDEPENDENT INVESTIGATION. Guarantor's execution and delivery to Lender
of this Guaranty is based solely upon Guarantor's independent investigation of
Borrower's financial condition and not upon any written or oral representation
of Lender in any manner. Guarantor assumes full responsibility for obtaining any
additional information regarding Borrower's financial condition and Lender shall
not be required to furnish Guarantor with any information of any kind regarding
Borrower's financial condition.

     10. ACCEPTANCE OF RISKS. Guarantor acknowledges the absolute and continuing
nature of this Guaranty and voluntarily accepts the full range of risks
associated herewith including, but not limited to, the risk that Borrower's
financial condition shall deteriorate or, if this Guaranty is unlimited, the
risk that Borrower shall incur additional Obligations to Lender in the future.

     11. SUBROGATION. Guarantor, after performing under this Guaranty, shall not
be subrogated to any of Lender's rights against any Borrower which presently is
or may become the subject of any bankruptcy proceedings. Under these
circumstances, Guarantor specifically waives any rights and claims as a creditor
of such Borrower's bankruptcy estate. Other than as mentioned above, Guarantor,
after fully performing under this Guaranty, will be subrogated to any of
Lender's rights against any Borrower, any other guarantor, any third party or
any collateral which may secure the obligations of these parties.

     12. APPLICATION OF PAYMENTS. Lender will be entitled to apply any payments
or other monies received from Borrower, any third party, or any collateral
against Borrower's present and future obligations to Lender in any order.

     13. ESSENCE OF TIME. Guarantor and Lender agree that time is of the
essence.

     14. TERMINATION. This Guaranty shall remain in full force and effect until
Lender executes and delivers to Guarantor a written release thereof.

     15. ASSIGNMENT. Guarantor shall not be entitled to assign any of its rights
or obligations described in this Guaranty without Lender's prior written consent
which may be withheld by Lender in its sole discretion. Lender shall be entitled
to assign some or all of its rights and remedies described in this Guaranty
without notice to or the prior consent of Guarantor in any manner. Unless the
Lender shall otherwise consent in writing, the Lender shall have an unimpaired
right prior and superior to that of any assignee, to enforce this Guaranty for
the benefit of the Lender, as to those Obligations that the Lender has not
assigned.

     16. MODIFICATION WAIVER. The modification or waiver of any of Guarantor's
obligations or Lender's rights under this Guaranty must be contained in a
writing signed by Lender. Lender may delay in exercising or fail to exercise any
of its rights without causing a waiver of those rights. A waiver on one occasion
shall not constitute a waiver on any other occasion.

     17. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon and inure
to the benefit of Guarantor and lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     18. NOTICE. Any notice or other communication to be provided under this
Guaranty shall be in writing and sent to the parties at the addresses described
in this Guaranty or such other addresses as the parties may designate in writing
from time to time.

     19. SEVERABILITY. If any provision of this Guaranty violates the law or is
unenforceable, the rest of the Guaranty shall remain valid.

     20. APPLICABLE LAW. This Guaranty shall be governed by the laws of the
state indicated in Lender's address. Guarantor consents to the jurisdiction and
venue of any court located in such state in the event of any legal proceeding
under this Guaranty.

     21. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Guaranty, Guarantor
agrees to pay Lender's attorneys' fees, legal expenses and other costs as
permitted by law.

     22. MISCELLANEOUS. This Guaranty is executed in connection with a
commercial loan. Guarantor will provide Lender with a current financial
statement upon request. All references to Guarantor in this Guaranty shall
include all entities or persons signing this Guaranty. If there is more than one
Guarantor, their obligations shall be joint and several. This Guaranty and any
related documents represent the complete and integrated understanding between
Guarantor and Lender pertaining to the terms and conditions of those documents.

     23. REPRESENTATIONS OF GUARANTOR. Guarantor acknowledges receipt of
reasonably equivalent value in consideration for the execution of this Guaranty
and represents that, after giving effect to this Guaranty, the fair market value
of Guarantor's assets exceeds Guarantor's total liabilities, including
contingent, subordinate and unliquidated liabilities, that Guarantor has
sufficient cash flow to meet debts as they mature, and that Guarantor does not
have unreasonably small capital.

     24. ADDITIONAL TERMS.

     LENDER AND GUARANTOR SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY
ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF
THIS DOCUMENT.

     LENDER AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS, (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER
PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING CREDIT TO BORROWER.

     VENUE AND JURISDICTION SHALL BE IN DADE COUNTY, FLORIDA, FOR ANY
AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDING IN CONNECTION WITH THIS DOCUMENT
AND/OR ANY OTHER DOCUMENT SIGNED BY THE GUARANTOR IN FAVOR OF THE BANK.

                                       2

<PAGE>


                              COMMERCIAL CONTINUING
                                    GUARANTY

--------------------------------------------------------------------------------
     GUARANTOR                                 BORROWER
--------------------------------------------------------------------------------
WILKINSON COMPANY, INC.                HI-RISE RECYCLING SYSTEMS,
1530 Commerce ST                       INC. AND HESCO SALES, INC.
Stow, OH 44224                         16255 NW 54TH AVENUE
                                       MIAMI, FL  33014
--------------------------------------------------------------------------------
TELEPHONE NUMBER                       TELEPHONE NUMBER

--------------------------------------------------------------------------------
     1. CONSIDERATION. This Guaranty is being executed to induce Lender
indicated above to enter into one or more loans or other financial
accommodations with or on behalf of Borrower.

     2. GUARANTY. Guarantor hereby unconditionally guarantees the prompt and
full payment and performance of Borrower's present and future, joint and/or
several, direct and indirect, absolute and contingent, express and implied,
indebtedness, liabilities, obligations and covenants (cumulatively
"Obligations") to Lender.

[x]  UNLIMITED Guarantor's Obligations under the Guaranty shall be unlimited and
     shall include, all present or future written agreements between Borrower
     and Lender (whether executed for the same or different purposes), together
     with all interest and all of Lender's expenses and costs, including
     attorneys' fees, incurred in connection with the Obligations, including any
     amendments, extensions, modifications, renewals, replacements or
     substitutions thereto.

[ ]  LIMITED TO: Guarantor's Obligations under this Guaranty shall be limited
     to the principal amount of ___________________________________________
     Dollars, together with all interest and all of Lender's expenses and costs,
     including attorneys' fees, incurred in connection with the Obligations,
     including any amendments, extensions, modifications, renewals, replacements
     or substitutions thereto.

[ ]  LIMITED TO THE FOLLOWING DESCRIBED NOTES/AGREEMENTS: Guarantor's
     Obligations under this Guaranty shall be limited to the following described
     notes and agreements, together with all interest and all of Lender's
     expenses and costs, including attorneys' fees, incurred in connection with
     the Obligations, including any amendments, extensions, modifications,
     renewals, replacements or substitutions thereto:

--------------------------------------------------------------------------------
    INTEREST  PRINCIPAL AMOUNT/     FUNDING/      MATURITY  CUSTOMER    LOAN
      RATE     CREDIT LIMIT      AGREEMENT DATE     DATE     NUMBER    NUMBER
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

     3. ABSOLUTE AND CONTINUING NATURE OF GUARANTY. Guarantor's obligations
under this Guaranty are absolute and continuing and shall not be affected or
impaired if Lender amends, renews, extends, compromises, exchanges, fails to
exercise, impairs or releases any of the obligations belonging to any Borrower,
Co-guarantor or third party or any of Lender's rights against any Borrower,
Co-guarantor, third party, or collateral. In addition, Guarantor's Obligations
under this Guaranty shall not be affected or impaired by the death,
incompetency, termination, dissolution, insolvency, business cessation, or other
financial deterioration of any Borrower, Guarantor, or third party.

     4. DIRECT AND UNCONDITIONAL NATURE OF GUARANTY. Guarantor's Obligations
under this Guaranty are direct and unconditional and may be enforced without
requiring Lender to exercise, enforce, or exhaust any right or remedy against
any Borrower, Co-guarantor, third party, or collateral.

     5. WAIVER OF NOTICE. Guarantor hereby waives notice of the acceptance of
this Guaranty; notice of present and future extensions of credit and other
financial accommodations by Lender to any Borrower; presentment for payment,
demand, protest, dishonor, default, and nonpayment pertaining to the Obligations
and this Guaranty and all other notices and demands pertaining to the
Obligations and this Guaranty as permitted by law.

     6.DEFAULT. Guarantor shall be in default under this Guaranty in the event
that any Borrower or Guarantor:


          (a)  fails to pay any amount under this Guaranty or any other
               indebtedness to Lender when due (whether such amount is due by
               acceleration or otherwise);
          (b)  fails to perform any obligation or breaches any warranty or
               covenant to Lender contained in this Guaranty or any other
               present or future, written or oral, agreement;
          (c)  provides or causes any false or misleading signature or
               representation to be provided to Lender;
          (d)  allows any collateral for the Obligations or this Guaranty to be
               destroyed, lost or stolen, or damaged in any material respect;
          (e)  permits the entry or service of any garnishment, judgment, tax
               levy, attachment or lien against Borrower, Guarantor, or any of
               their property;
          (f)  dies, becomes legally incompetent, is dissolved or terminated,
               ceases to operate its business, becomes insolvent, makes an
               assignment for the benefit of creditors, or becomes the subject
               of any bankruptcy, insolvency or debtor rehabilitation
               proceeding; or
          (g)  causes Lender to deem itself insecure in good faith for any
               reason, or Lender, for any reason, in good faith deems itself
               insecure.

GUARANTOR ACKNOWLEDGES GUARANTOR HAS READ, UNDERSTANDS, AND AGREES TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT INCLUDING THE TERMS AND CONDITIONS ON THE
REVERSE SIDE. GUARANTOR HAS EXECUTED THIS AGREEMENT WITH THE INTENTION TO BE
LEGALLY BOUND. GUARANTOR ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS
AGREEMENT.

DATED:  DECEMBER 19, 1997
GUARANTOR: WILKINSON COMPANY, INC.           GUARANTOR:

By: /s/ DONALD ENGEL                         By:
----------------------------                    -------------------------
         DONALD ENGEL
Title: C.E.O., CHAIRMAN                      Title:
----------------------------                    -------------------------
GUARANTOR:                                   GUARANTOR:

By:                                          By:
----------------------------                    -------------------------

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

<PAGE>


     7. RIGHTS OF LENDER ON DEFAULT. If there is a default under this Guaranty,
Lender shall be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law):

          (a)  to declare Guarantor's Obligations under this Guaranty
               immediately due and payable in full;
          (b)  to collect the outstanding obligations under this Guaranty with
               or without resorting to judicial process;
          (c)  to set-off Guarantor's Obligations under this Guaranty against
               any amounts due to Guarantor including, but not limited to,
               monies, instruments, and deposit accounts maintained with Lender,
               and
          (d)  to exercise all other rights available to Lender under any other
               written agreement or applicable law. Lender's rights are
               cumulative and may be exercised together, separately, and in any
               order.

     8. SUBORDINATION. Any indebtedness of Borrower now or hereafter owed to or
held by Guarantor is hereby subordinated to the Obligations of Borrower to
Lender. Guarantor agrees that Lender shall be preferred to Guarantor in any
assignment for the benefit of creditors or any bankruptcy, insolvency,
liquidation, or reorganization proceeding commenced by or against Borrower in
any federal or state court.

     9. INDEPENDENT INVESTIGATION. Guarantor's execution and delivery to Lender
of this Guaranty is based solely upon Guarantor's independent investigation of
Borrower's financial condition and not upon any written or oral representation
of Lender in any manner. Guarantor assumes full responsibility for obtaining any
additional information regarding Borrower's financial condition and Lender shall
not be required to furnish Guarantor with any information of any kind regarding
Borrower's financial condition.

     10. ACCEPTANCE OF RISKS. Guarantor acknowledges the absolute and continuing
nature of this Guaranty and voluntarily accepts the full range of risks
associated herewith including, but not limited to, the risk that Borrower's
financial condition shall deteriorate or, if this Guaranty is unlimited, the
risk that Borrower shall incur additional Obligations to Lender in the future.

     11. SUBROGATION. Guarantor, after performing under this Guaranty, shall not
be subrogated to any of Lender's rights against any Borrower which presently is
or may become the subject of any bankruptcy proceedings. Under these
circumstances, Guarantor specifically waives any rights and claims as a creditor
of such Borrower's bankruptcy estate. Other than as mentioned above, Guarantor,
after fully performing under this Guaranty, will be subrogated to any of
Lender's rights against any Borrower, any other guarantor, any third party or
any collateral which may secure the obligations of these parties.

     12. APPLICATION OF PAYMENTS. Lender will be entitled to apply any payments
or other monies received from Borrower, any third party, or any collateral
against Borrower's present and future obligations to Lender in any order.

     13. ESSENCE OF TIME. Guarantor and Lender agree that time is of the
essence.

     14. TERMINATION. This Guaranty shall remain in full force and effect until
Lender executes and delivers to Guarantor a written release thereof.

     15. ASSIGNMENT. Guarantor shall not be entitled to assign any of its rights
or obligations described in this Guaranty without Lender's prior written consent
which may be withheld by Lender in its sole discretion. Lender shall be entitled
to assign some or all of its rights and remedies described in this Guaranty
without notice to or the prior consent of Guarantor in any manner. Unless the
Lender shall otherwise consent in writing, the Lender shall have an unimpaired
right prior and superior to that of any assignee, to enforce this Guaranty for
the benefit of the Lender, as to those Obligations that the Lender has not
assigned.

     16. MODIFICATION WAIVER. The modification or waiver of any of Guarantor's
obligations or Lender's rights under this Guaranty must be contained in a
writing signed by Lender. Lender may delay in exercising or fail to exercise any
of its rights without causing a waiver of those rights. A waiver on one occasion
shall not constitute a waiver on any other occasion.

     17. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon and inure
to the benefit of Guarantor and lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, legatees, and
devisees.

     18. NOTICE. Any notice or other communication to be provided under this
Guaranty shall be in writing and sent to the parties at the addresses described
in this Guaranty or such other addresses as the parties may designate in writing
from time to time.

     19. SEVERABILITY. If any provision of this Guaranty violates the law or is
unenforceable, the rest of the Guaranty shall remain valid.

     20. APPLICABLE LAW. This Guaranty shall be governed by the laws of the
state indicated in Lender's address. Guarantor consents to the jurisdiction and
venue of any court located in such state in the event of any legal proceeding
under this Guaranty.

     21. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Guaranty, Guarantor
agrees to pay Lender's attorneys' fees, legal expenses and other costs as
permitted by law.

     22. MISCELLANEOUS. This Guaranty is executed in connection with a
commercial loan. Guarantor will provide Lender with a current financial
statement upon request. All references to Guarantor in this Guaranty shall
include all entities or persons signing this Guaranty. If there is more than one
Guarantor, their obligations shall be joint and several. This Guaranty and any
related documents represent the complete and integrated understanding between
Guarantor and Lender pertaining to the terms and conditions of those documents.

     23. REPRESENTATIONS OF GUARANTOR. Guarantor acknowledges receipt of
reasonably equivalent value in consideration for the execution of this Guaranty
and represents that, after giving effect to this Guaranty, the fair market value
of Guarantor's assets exceeds Guarantor's total liabilities, including
contingent, subordinate and unliquidated liabilities, that Guarantor has
sufficient cash flow to meet debts as they mature, and that Guarantor does not
have unreasonably small capital.

     24. ADDITIONAL TERMS.

     LENDER AND GUARANTOR SPECIFICALLY AGREE THAT THEY WAIVE ALL RIGHTS TO RELY
ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF
THIS DOCUMENT.

     LENDER AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS DOCUMENT AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS, (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER
PARTY MADE BEFORE, DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING CREDIT TO BORROWER.

     VENUE AND JURISDICTION SHALL BE IN DADE COUNTY, FLORIDA, FOR ANY
AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDING IN CONNECTION WITH THIS DOCUMENT
AND/OR ANY OTHER DOCUMENT SIGNED BY THE GUARANTOR IN FAVOR OF THE BANK.

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