EXHIBIT 10.43

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the
10th day of March, 1998, by and between HI-RISE RECYCLING SYSTEMS, INC., a
Florida corporation (the "Company"), and J. GARY McALPIN (the "Executive").

                             PREMLIMINARY STATEMENT

     A. The Executive is currently the Chief Operating Officer of the Company.

     B. The Executive possesses intimate knowledge of the business and affairs
of the Company, its policies, methods and personnel.

     C. The Board of Directors (the "Board") of the Company recognizes that the
Executive's contribution, as Chief Operating Officer of the Company, to the
growth and success of the Company has been substantial and desires to assure the
Company of the Executive's continued employment in an executive capacity and to
compensate him therefor.

     D. The Board has determined that this Agreement will reinforce and
encourage the Executive's continued attention and dedication to the Company.

     E. The Executive is willing to make his services available to the Company
on the terms and conditions hereinafter set forth.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties agree as follows:

     1. EMPLOYMENT.

         1.1. EMPLOYMENT AND TERM. The Company shall continue to employ the
Executive and the Executive shall continue to serve the Company, on the terms
and conditions set forth herein, for the period commending on the date hereof
and expiring February 15, 2003 (the "Initial Term") unless sooner terminated as
hereinafter set forth. The Initial Term of this Agreement, and the employment of
the Executive hereunder, will automatically be extended for successive one year
terms unless either party gives notice at least six months prior to the
Expiration Date (three months, in the case of any extension period after the
Initial Term) of its intention not to extend the term hereof. (The Initial Term
and any extensions shall be hereinafter referred to as the "Employment Period").

         Notwithstanding the foregoing, in the event of a "Change of Control"
(as defined below), the Initial Term of this Agreement, and the employment of
the Executive hereunder, will automatically be extended for an additional five
(5) year term. For purposes of this Agreement,


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a "Change of Control" shall mean the approval by the shareholders of the Company
of (A) a reorganization, merger or consolidation with respect to which persons
who were the shareholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more
than 50% of the combined voting power entitled to vote generally in the election
of directors of the reorganized, merged or consolidated company's then
outstanding voting securities or (B) the sale of all or substantially all of the
assets of the Company, unless the approved reorganization, merger,
consolidation, liquidation, dissolution or sale is subsequently abandoned.

         1.2. DUTIES OF THE EXECUTIVE. The Executive shall serve as the Chief
Operating Officer of the Company and shall have the powers and authority
commensurate with such position, shall diligently perform all services as may be
reasonably assigned to him by the Chief Executive Officer of the Company (the
"CEO") and/or the Board or any properly constituted committee thereof, and shall
exercise such power and authority as may from time to time be delegated to him
by the Board. The Executive shall devote substantially all of his working time
and attention to the business and affairs of the Company. The CEO and/or the
Board may delegate certain of the duties of the Executive set forth herein or
formerly performed by the Executive for the Company to other individuals or
entities employed or retained by the Company, without, however, diminishing in
any way the compensation due to the Executive hereunder.

         1.3. PLACE OF PERFORMANCE. In connection with his employment by the
Company, the Executive shall be based at the Company's principal executive
offices except for required travel on the Company's business to an extent
substantially consistent with his present travel obligations; provided, HOWEVER,
that the Company's offices from which the Executive shall be required to perform
such services shall be within a 50-mile radius of the Employer's existing
principal executive offices located in Miami, Florida.

     2. COMPENSATION. The Company shall pay to Executive compensation for
services provided hereunder as set forth in the Addendum to this Agreement (the
"Addendum"). Payments to Executive shall be less applicable social security and
withholding taxes and any other applicable payroll deductions, if any.

     3. TERMINATION PROVISIONS.

         3.1. TERMINATION FOR CAUSE. Notwithstanding anything contained herein
to the contrary, this Agreement may be terminated by the Company for "Cause." As
used in this Agreement, "Cause" shall only mean (i) subject to the following
sentences, any action or omission of the Executive which constitutes a willful
and material breach of this Agreement which is not cured or as to which diligent
attempts to cure have not commenced within thirty (30) business days after
receipt by the Executive of notice of same, (ii) fraud, embezzlement or
misappropriation as against the Company or (iii) the conviction of Executive for
any criminal act which is a felony. Upon any determination by the Board that
Cause exists under clause (i) of the preceding sentence, the Company shall cause
a special meeting of the Board to be called and held at a time mutually
convenient to the Board and Executive, but in no event later than ten (10)

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business days after Executive's receipt of the notice contemplated by clause (i)
Executive shall have the right to appear before such special meeting of the
Board with legal counsel of his choosing to refute any determination of Cause
specified in such notice, and any termination of Executive's employment by
reason of such Cause determination shall not be effective until Executive is
afforded such opportunity to appear. Any termination for Cause pursuant to
clause (ii) or (iii) of the first sentence of this Section 3.1 shall be made in
writing to Executive, which notice shall set forth in detail all acts or
omissions upon which the Company is relying for such termination. Upon any
termination pursuant to this Section 3.1, the Executive shall, subject to the
other provisions of this Agreement, only be entitled to receive the compensation
specified in Section 4.1 hereof.

         3.2 TERMINATION WITHOUT CAUSE. Either party to this Agreement shall
have the right to terminate this Agreement upon thirty (30) days prior written
notice to the other party. Upon the termination BY THE COMPANY of the
Executive's employment pursuant to this Section 3.2, the Executive shall,
subject to the other provisions of this Agreement, only be entitled to receive
the compensation specified in Sections 4.2, 4.6 and 4.8 hereof. Upon the
termination BY THE EXECUTIVE of the Executive's employment pursuant to this
Section 3.2, the Executive shall, subject to the other provisions of this
Agreement, only be entitled to receive the compensation specified in Section 4.1
hereof.

         3.3 DISABILITY. The Company shall at all times have the right, upon
written notice to the Executive, to terminate the Executive's employment
hereunder, if the Executive shall, as the result of mental or physical
incapacity, illness or disability, become unable to perform the essential
functions of his position, with or without reasonable accommodation, for a
period of 90 consecutive days or a period of 120 days during any 12 month
period. Upon termination of the Executive's employment with the Company pursuant
to this Section 3.3, the Executive shall, subject to the other provisions of
this Agreement, only be entitled to the compensation specified in Sections 4.3,
4.6 and 4.8 hereof.

         3.4 DEATH. The Executive's employment with the Company shall terminate
automatically upon the death of the Executive, without any requirement of notice
by the Company to the personal representative or executor of the Executive's
estate. Upon termination of the Executive's employment with the Company pursuant
to this Section 3.4, the Executive shall, subject to the other provisions of
this Agreement, only be entitled to the compensation specified in Sections 4.4,
4.6 and 4.8 hereof.

         3.5 NON-RENEWAL. In the event that this Agreement is not renewed beyond
the Initial Term as provided in Section 1.1 hereof, the last day of the Initial
Term shall automatically be the termination date for a termination pursuant to
this Section 3.5. Upon any termination of the Executive's employment with the
Company pursuant to this Section 3.5, the Executive shall, subject to the other
provisions of this Agreement, only be entitled to the compensation specified in
Sections 4.5, 4.7 and 4.8 hereof.

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     4. COMPENSATION AND BENEFITS UPON TERMINATION OR CHANGE OF CONTROL.

         4.1 TERMINATION FOR CAUSE. Upon the termination of the Executive's
employment with the Company pursuant to Section 3.1 above, or upon termination
BY THE EXECUTIVE of the Executive's employment pursuant to Section 3.2 above,
the Company shall pay the Executive any unpaid Base Salary (as defined in the
Addendum) accrued through the effective date of termination specified in the
notice of termination as provided above in Section 3.1 or Section 3.2. Except as
provided in the preceding sentence and other than for reimbursement for
reasonable business expenses incurred prior to the date of termination, the
Company shall have no further liability hereunder.

         4.2 TERMINATION OTHER THAN FOR CAUSE OR NON-RENEWAL. Upon the
termination BY THE COMPANY of the Executive's employment pursuant to Section 3.2
above, then (i) the Company shall pay the Executive any unpaid amounts of his
Base Salary and accrued bonus, if any, through the date of termination; and (ii)
in lieu of any further salary payments to the Executive for periods subsequent
to the date of termination and in consideration of, among other things, the
continuing obligations of the Executive and rights of the Company under Section
7 hereof during the remainder of the Employment Period, the Company shall pay,
in a lump sum, as severance to the Executive, (a) the amount of Base Salary and
Other Benefits that would have been paid to the Executive through the remainder
of the Employment Period AND (b) an amount equal to the Executive's than annual
Base Salary and Other Benefits. Any life insurance policy currently maintained
by the Company for the benefit of the Executive shall remain in full force and
effect through the remainder of the Employment Period and shall not be amended
or modified except to allow for any increase in benefits payable pursuant
thereto.

         4.3 DISABILITY. Upon the termination of the Executive's employment with
the Company pursuant to Section 3.3 above, the Company shall pay to the
Executive (i) in a single lump sum, any unpaid amounts of his Base Salary and
accrued bonus, if any, through the date of termination and (ii) in a single lump
sum, the remainder of (a) the amount of Base Salary and Other Benefits that
would have been paid to the Executive from the date of termination through the
remainder of the Employment Period MINUS (b) the amount of any payments that the
Executive would be entitled to receive under any disability policy then
maintained by the Company.

         4.4 DEATH. Upon the Executive's death, the Company shall pay to the
person designated by the Executive in a notice filed with the Company or, if no
person is designated, to the personal representative or executor of his estate
(i) in a single lump sum, any unpaid amounts of his Base Salary and accrued
bonus, if any, through the date of death; (ii) in a single lump sum, the amount
of Base Salary and Other Benefits that would have been paid to the Executive
from the date of death through the remainder of the Employment Period and (iii)
when, as and if received by the Company, any payments to Executive's spouse,
beneficiaries or estate may be entitled to receive pursuant to any pension or
employee benefit plan or life insurance policy or other plan or policy then
maintained by the Company.


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         4.5 NON-RENEWAL. If this Agreement terminates pursuant to Section 3.5
hereof, then the Company shall pay the Executive (i) any unpaid amounts of his
Base Salary through the termination date specified in Section 3.5 and (ii) in a
lump sum, an amount equal to the Executive's than annual Base Salary and Other
Benefits, as severance to the Executive.

         4.6 HEALTH AND MEDICAL PLANS UPON TERMINATION OTHER THAN FOR
NON-RENEWAL. Upon termination of the Executive's employment pursuant to Sections
3.2 and 3.3, the Executive shall be entitled to all continuation of health,
medical, hospitalization and other programs as provided by any applicable law
and such additional benefits as may be provided under plans maintained by the
Company from time to time to its executives or employees upon termination of
employment with the Company.

         4.7 HEALTH, DISABILITY AND MEDICAL PLANS UPON NON-RENEWAL. Upon
termination of this Agreement pursuant to Section 3.5, during the one (1) year
period following such termination the Executive shall be entitled to the
continuation of all health, disability, medical, hospitalization and other
programs as previously provided to Executive by the Company.

         4.8 BONUS. If the Executive's employment is terminated with the Company
for any reason other than "Cause" pursuant to Section 3.1 hereof, the Executive
shall be paid, solely in consideration for services rendered by the Executive
prior to such termination, an amount equal to the Annual Incentive Bonus (as
defined in the Addendum) that would have been payable to Executive for the
fiscal year if the Executive's employment had not been terminated.

         4.9 ACCELERATION OF VESTING OF OPTIONS UPON A CHANGE OF Control.
Notwithstanding the terms of any stock option plan adopted by the Company or the
terms of any options (the "Options") to purchase shares of the common stock, par
value $.01 per share (the "Common Stock"), of the Company previously granted to
the Executive pursuant to such plan or plans, all Options issued to the
Executive which have not vested immediately prior to a Change of Control, shall
vest and become immediately exercisable by the Executive upon a Change of
Control.

     5. SUCCESSORS. This Agreement shall be binding upon, and inure to the
benefit of, the Company and its successors and assigns and any person acquiring,
whether by merger, consolidation, purchase of assets or otherwise, all or
substantially all of the Company's assets and business. This Agreement and the
Executive's rights and obligations hereunder may not be assigned by the
Executive.

     6. OPTIONS. The Company shall use its best efforts to adopt within 6 months
of the date hereof a stock option plan for the purchase by the Executive of
shares of the Common Stock of the Company.

     7. ENTIRE AGREEMENT. Except as otherwise provided in this Agreement and the
Addendum, this Agreement constitutes the entire agreement among the parties
pertaining to the subject matter hereof, and supersedes and revokes any and all
prior or existing agreements,


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written or oral, relating to the subject matter hereof, and this Agreement shall
be solely determinative of the subject matter hereof.

     8. CONFIDENTIAL INFORMATION; NON-COMPETITION; EQUITABLE REMEDIES.

         8.1. CONFIDENTIAL INFORMATION.

              (a) The Executive acknowledges that the Company's client list and
manner of doing business is proprietary to the Company. Except as may be
required by the lawful order of a court or agency of competent jurisdiction, the
Executive shall keep secret and confidential indefinitely all nonpublic
information concerning the Company, its affiliates and its clients which was
acquired by or disclosed to the Executive during the course of his employment
with the Company including, without limitation, information relating to the
Company (including, without limitation, business methods, business policies,
procedures, techniques, trade secrets, client and/or customer lists,
compensation levels, costs, financial data and plans), the Company's clients,
and not to disclose the same, either directly or indirectly, to any other
person, firm or business entity, or to use it in any way; provided, however,
that the provisions of this paragraph 8.1 shall not apply to information which
is in the public domain; and provided further, that the Company recognizes that
the Executive has acquired, prior to his employment with the Company and shall
acquire during the course of his employment with the Company, certain general
information not specific to the Company and its clients which Executive may use
consistent with the provisions of applicable Federal or state laws or the
provisions of paragraph 8 hereof. While he is employed by the Company, the
Executive will not make any statement or disclosure which would be prohibited by
applicable Federal or state laws nor any statement or disclosure which is
intended or reasonably likely to be detrimental to the Company or any of its
subsidiaries or affiliates, or any of their clients.

              (b) Upon the termination of the Executive's employment with the
Company for any reason whatsoever, the Executive shall promptly return to the
Company all documents, records, notebooks and other materials which belong to
the Company or any of its affiliates, clients or clients' customers or sponsors
and which are in the possession of the Executive, including all copies thereof.

              (c) In the event that the Executive is required, by oral
questions, interrogatories, requests for information or documents, subpoena,
civil investigative demand or similar process, to disclose nonpublic
information, the Executive shall provide the Company with prompt notice thereof
so that the Company may seek an appropriate protective order and/or waive
compliance by the Executive with the provisions hereof; PROVIDED, HOWEVER, that
if in the absence of a protective order or the receipt of such a waiver, the
Executive is, in the opinion of counsel for the Company, compelled to disclose
nonpublic information not otherwise disclosable hereunder to any legislative,
judicial or regulatory body, agency or authority, or else be exposed to
liability for contempt, fine or penalty or to other censure, such nonpublic
information may be so disclosed; provided that the Executive shall disclose only
that information that is required and shall redact or withhold all information
not required to be disclosed.


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         8.2. NONCOMPETITION/NONSOLICITATION/NONDISPARAGEMENT.

              In addition to the provisions of Section 8.1:

              (i) For the period (the "Noncompetition Period") commencing on the
date hereof and continuing through the first anniversary of date of termination
of the Executive's employment hereunder, the Executive will not serve as or be a
consultant to or employee, officer, agent, director or owner of more than five
percent of another corporation, partnership or other entity which engages in the
business of providing mechanical multi-story recycling (the "Business") and
which operates (excluding corporate offices) within any state in which the
Company conducts business; PROVIDED, HOWEVER, that in the event that the
Executive's employment with the Company is terminated without cause BY THE
COMPANY pursuant to Section 3.2 hereof, the Noncompetition Period shall continue
only through the date of termination of the Executive's employment.

              (ii) For the period (the "Nonsolicitation Period") commencing on
the date on which the Executive's employment with the Company is terminated or
ceases for any reason other than without cause BY THE Company pursuant to
Section 3.2 hereof (the "Consummation Date") and ending on the first anniversary
of the Consummation Date, the Executive shall not solicit or accept business
competitive with the Business from any clients of the Company or its affiliates,
from any prospective clients whose business the Company or any affiliate of the
Company is in the process of soliciting at the time the Executive's employment
with the Company terminated or ceased, or from any former clients which had been
doing business with the Company within one (1) year prior to the time the
Executive's employment with the Company terminated or ceased.

        8.3.  EQUITABLE REMEDIES.

              (a) The Executive acknowledges that the restrictions contained in
the foregoing paragraphs 8.1 and 8.2 in view of the nature of the business in
which the Company is engaged, are reasonable and necessary in order to protect
the legitimate interests of the Company, and that any violation thereof would
result in irreparable injuries to the Company, and the Executive therefore
acknowledges that, in the event of his violation of any of these restrictions,
the Company shall be entitled to obtain from any court of competent jurisdiction
preliminary and permanent injunctive relief as well as damages and an equitable
accounting of all earnings, profits and other benefits arising from such
violation, which rights shall be cumulative and in addition to any other rights
or remedies to which the Company may be entitled.

              (b) If the period of time specified in paragraphs 8.1 and 8.2
above should be adjudged unreasonable in any proceeding, then the period of time
shall be reduced by such number of months so that such restrictions may be
enforced for such time as is adjudged to be reasonable.

     9. SECTION 162(M) LIMITS. Notwithstanding any other provision of this
Agreement to the contrary, if and to the extent that any remuneration payable by
the Company to the


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Executive for any year would exceed the maximum amount of remuneration that the
Company may deduct for that year under Section 162(m) ("Section 162(m)") of the
Internal Revenue Code of 1986, as amended (the "Code"), payment of the portion
of the remuneration for that year that would not be so deductible under Section
162(m) shall, in the sole discretion of the Board, be deferred and become
payable at such time or times as the Board determines that it first would be
deductible by the Company under Section 162(m), with interest at the "short-term
applicable rate" as such term is defined in Section 1274(d) of the Code.

     10. ARBITRATION. Any dispute or controversy (except for disputes arising
under Section 8) arising under or in connection with this Agreement shall be
settled exclusively by arbitration in accordance with the rules of the American
Arbitration Association then in effect (except to the extent that the procedures
outlined below differ from such rules). Within seven (7) days after receipt of
written notice from either party that a dispute exists and that arbitration is
required, both parties must within seven (7) business days agree on an
acceptable arbitrator. If the parties cannot agree on an arbitrator, then the
parties shall list the "Big Six" accounting firms in alphabetical order and the
first firm that does not have a conflict of interest and is willing to serve
will be selected as the arbitrator. The parties agree to act as expeditiously as
possible to select an arbitrator and conclude the dispute. The arbitrator must
render his decision in writing within thirty (30) days of his or its
appointment. The cost and expenses of the arbitration and of legal counsel to
the prevailing party shall be borne by the non-prevailing party. Each party will
advance one-half of the estimated fees and expenses of the arbitrator. Judgment
may be entered on the arbitrator's award in any court having jurisdiction;
provided that the Company shall be entitled to seek a restraining order or
injunction in any court of competent jurisdiction to prevent any continuation of
any violation of Section 8 hereof.

     11. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to its conflict
of laws principles to the extent that such principles would require the
application of laws other than the laws of the State of Florida. Venue for any
action brought hereunder shall be in Dade County, Florida and the parties hereto
waive any claim that such forum is inconvenient.

     12. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered by hand or when deposited in the United States mail by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

        If to the Company:

        16255 N.W. 54th Avenue
        Miami, Florida 33014
        Attn:  Chief Executive Officer

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        If to the Executive:

        J. Gary McAlpin
        11360 N.W. 5th Street
        Plantation, Florida 33325

or to such other addresses as either party hereto may from time to time give
notice of to the other in the aforesaid manner.

     13. SURVIVAL. The provisions of paragraph 7 of this Agreement shall
survive, without limitation as to time, in accordance with their express terms,
the date on which the Executive's employment with the Company ceases or is
terminated for any reason.

     14. SEVERABILITY. The invalidity of any one or more of the words, phrases,
sentences, clauses or sections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement or any part thereof,
all of which are inserted conditionally on their being valid in law, and, in the
event that any one or more of the words, phrases, sentences, clauses or sections
contained in this Agreement shall be declared invalid, this Agreement shall be
construed as if such invalid word or words, phrase or phrases, sentence or
sentences, clause or clauses, or section or sections had not been inserted. If
such invalidity is caused by length of time or size of area, or both, the
otherwise invalid provision will be considered to be reduced to a period or area
which would cure such invalidity.

     15. WAIVERS. The waiver by either party hereto of a breach or violation of
any term or provision of this Agreement shall not operate nor be construed as a
waiver of any subsequent breach or violation.

     16. DAMAGES. Nothing contained herein shall be construed to prevent the
Company or the Executive from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or provision of this Agreement. In the event that either party hereto brings any
action for the collection of any damages resulting from, or the injunction of
any action constituting, a breach of any of the terms or provisions of this
Agreement, then the party found to be at fault shall pay all reasonable
arbitration or court costs and attorneys' fees of the other, whether such costs
and fees are incurred in an arbitration proceeding, a court of original
jurisdiction or one or more courts of appellate jurisdiction. During the
pendency of any claim for breach hereof or any other claim against the
Executive, the Company shall continue to make payments when due hereunder and
shall not set off or withhold funds, reserving any such determination of whether
any amounts are due from the Executive until finally adjudicated in accordance
with the provisions hereof.

     17. NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
(other than the parties hereto and, in the case of the Executive, his heirs,
personal representative(s) and/or legal representative) any rights or remedies
under or by reason of this Agreement.


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     18. PAYMENTS TO DESIGNEE. The Executive may, by notice to the Company,
designate another person or entity to receive any payments to be made hereunder
to the Executive by the Company, and the Company shall thereafter make such
payments to such designee.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

                                          THE COMPANY:

                                          HI-RISE RECYCLING SYSTEMS, INC.

                                          By: /s/ DONALD ENGEL
                                             ----------------------------------
                                               Donald Engel
                                               Chairman of the Board of
                                               Directors and
                                               Chief Executive Officer

                                          THE EXECUTIVE:

                                          /s/ J. GARY MCALPIN
                                          -------------------------------------
                                          J. Gary McAlpin


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                              ADDENDUM TO AGREEMENT

      THIS ADDENDUM dated as of March 10, 1998 is a part of the Employment
Agreement dated as of March 10, 1998, by and between HI-RISE RECYCLING SYSTEMS,
INC., a Florida corporation (the "Company") and J. GARY MCALPIN (the
"Executive"), as follows:

     Subject to the terms and conditions of the Employment Agreement, during
the Employment Period, the Executive shall be compensated by the Company for his
services as follows:

     (a) BASE SALARY. The Executive's annual salary during the Employment Period
         shall be $120,000 subject to increases in accordance with the Consumer
         Price Index or policies established, from time to time, by the
         Company's Board of Directors, payable by check in equal installments as
         may be in accordance with the regular payroll policies of the Company
         as from time to time in effect, less such deductions or amounts to be
         withheld as shall be required by applicable law and regulations.

     (b) OTHER BENEFITS. The Executive shall be entitled to participate in such
         family medical/dental insurance and other benefit plans and policies as
         the Company may provide for its executive officers from time to time
         provided that the policies may have standard co-insurance and
         deductible provisions, and provided that, so long as commercially
         practicable, the Company will maintain disability and life insurance
         coverage consistent with prior practice. The Executive shall be
         entitled to receive a monthly allowance for an automobile in an amount
         equal to the allowance received by the Executive for such purpose in
         the period immediately preceding the date hereof.

     (c) ANNUAL INCENTIVE BONUS. The Executive shall receive an annual incentive
         bonus during each year of the Employment Period in an amount determined
         by the Compensation Committee of the Board after its annual performance
         review of the Executive; PROVIDED, HOWEVER, that such annual bonus
         shall not be less than $50,000 during any year of the Employment
         Period. Additionally, on or about June 1, 1998, the Compensation
         Committee of the Board may determine, in its sole discretion, to pay
         Executive an additional incentive bonus in an amount not to exceed
         $50,000 for services rendered by the Executive during the year ended
         December 31, 1997.

     (d) EXPENSE REIMBURSEMENT. The Company shall pay or reimburse the Executive
         for all reasonable expenses actually incurred or paid by him in the
         performance of his duties hereunder, including travel and
         entertainment, in accordance with Company policy and upon the
         presentation by the Executive of an itemized account of such
         expenditures and such documentary evidence as the Company may
         reasonably require.


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      IN WITNESS WHEREOF, the parties have set their hands and seals.

THE EXECUTIVE:                            THE COMPANY:

                                          HI-RISE RECYCLING SYSTEMS, INC.

/s/ J. GARY MCALPIN                       By: /s/ DONALD ENGEL
-----------------------                      ----------------------------------
J. GARY McALPIN                                Donald Engel
                                               Chairman of the Board of
                                               Directors and Chief Executive
                                               Officer


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