Exhibit 10.21

                                 LOAN AGREEMENT
                                 --------------

     THIS LOAN AGREEMENT  (this  "Agreement") is executed and entered into as of
the 29th day of July,  2005, by and between PARK CITIES BANK  ("Lender"),  whose
address  is 5307 E.  Mockingbird  Lane,  Suite  200,  Dallas,  Texas  75206  and
ENVIROCLEAN MANAGEMENT SERVICES, INC., a Texas corporation  ("Borrower"),  whose
address is 17120 N. Dallas Parkway, Suite 235, Dallas, Texas 75248.

                             PRELIMINARY STATEMENTS

     A.   In order to finance the  acquisition of certain real property  located
in Harris County, Texas, as more particularly  described on Exhibit "A" attached
hereto and incorporated herein, Borrower has applied to Lender for a loan in the
amount of $325,000.00  (the "Loan"),  which Loan will be secured by a first lien
deed of trust  encumbering  the such  property and a  contiguous  parcel of land
currently owned by the Borrower,  together with all improvements on both parcels
(collectively, the "Property"); and

     B.   Lender is  willing to make the Loan to  Borrower  subject to the terms
and conditions stated in this Agreement.

     NOW, THEREFORE,  for and in consideration of Lender's agreement to make the
Loan to Borrower and the mutual  covenants  contained  herein and other good and
valuable  consideration,  the receipt and legal  sufficiency of which are hereby
acknowledged by the parties hereto, Borrower and Lender hereby agree as follows:

     1.   Commitment of Lender.  Upon Borrower's  compliance with all conditions
set forth in Section 3 of this  Agreement,  Lender will advance and disburse the
Loan to or on behalf of Borrower to the title agent  responsible for closing the
acquisition of the Property to be applied to the purchase price of the Property.
Borrower's  execution of a HUD 1 or similar  closing  statement shall suffice as
written authority of Borrower for Lender to make the advance.  The Loan shall be
repaid,  secured and is guaranteed  according to the terms of the Note,  Deed of
Trust, and Guaranty (all as defined below).  Once fully advanced,  no payment or
prepayment of principal shall entitle Borrower to any additional advances.

     2.   Loan  Documents.  Borrower  agrees to execute or cause to be  executed
contemporaneously  herewith  or  immediately  hereafter  all  of  the  following
documents:

          (a) Promissory Note;

          (b) Deed of Trust;

          (c) Guaranty Agreement;

          (d) Environmental Certificate;

          (e) Closing Certificate;

          (f) Statute of Frauds Notice;

          (g) Attorney Invoice and Representation Disclaimer Letter;

          (h) Company Certificate;

          (i) Errors and Omissions Letter; and

          (j)  Such other  documents,  certificates,  affidavits  and agreements
     that Lender may require prior to advancing proceeds of the Loan.

All of the foregoing and such other agreements, documents and instruments now or
hereafter  evidencing,  governing,  securing or guaranteeing  any portion of the
indebtedness  evidenced  by the Note or the  performance  and  discharge  of the
obligations  related  hereto or  thereto,  together  with any and all  renewals,
modifications,     amendments,    restatements,    increases,    consolidations,
substitutions,  replacements,  extensions and supplements hereof or thereof, are
collectively referred to herein as the "Loan Documents."

<PAGE>

     3.   Conditions to Closing.  The obligation of the Lender to close the Loan
and to  advance  the  proceeds  of the Loan  shall be  subject  to the  prior or
simultaneous occurrence or satisfaction of each of the following conditions:

     (a)  Borrower  shall have duly executed (or caused to be duly executed) and
delivered to Lender each of the Loan Documents and provided Lender with evidence
that all necessary action on the part of Borrower has been taken with respect to
the execution and delivery of this the Loan  Documents and the  consummation  of
the transactions  contemplated  hereby and thereby,  so that the Loan Documents,
and each of them, shall be valid and binding upon Borrower and each other person
or entity obligated thereunder.

     (b)  Lender shall have received,  at Borrower's expense, a mortgagee policy
of title  insurance,  insuring  the  lien of the  Deed of  Trust  in the  Stated
Principal Amount as a first and superior lien upon the Property,  and containing
no exceptions except for those approved by Lender, in its sole discretion.

     (c)  Borrower shall have furnished  Lender with (i) a current survey of the
Property,  prepared by a certified  surveying  engineer,  containing a metes and
bounds  perimeter  description  of the  Property,  showing  the  location of all
easements  and all  other  matters  of  record,  certifying  that no part of the
Improvements  encroach  upon any easements or other  encumbrances  affecting the
Property,  certified to Lender,  and otherwise in a form approved by Lender, and
(ii) evidence that no portion of the Property lies in a flood hazard location or
if a  portion  thereof  does  lie in a  flood  hazard  plan,  evidence  that  no
Improvement is contemplated to be located on such portion.

     4.   Financial  Reporting.  Borrower and Guarantor,  as applicable,  hereby
covenant and agree to timely deliver to Lender the financial statements, reports
and  information  described on Schedule 1 attached hereto and made a part hereof
for all  purposes.  All of such  financial  statements  an d  reports  shall  be
prepared in  accordance  with accurate  accounting  principles  and  procedures,
applied on a consistent basis in a manner, and in form and substance  reasonably
satisfactory  to  Lender,  and shall in all  respects  present a true,  correct,
complete and fair  representation  of the  financial  position of the  reporting
party and shall be prepared  and  certified  as to  accuracy  by an  independent
certified public  accountant or representative of the reporting party acceptable
to  Lender.  Lender  is  hereby  authorized  to  disclose  to  any  assignee  or
participant  (or  proposed  assignee  or  participant)  any  financial  or other
information in its knowledge or possession  regarding  Borrower,  any Guarantor,
the Property or the Loan.

     5.   Leases.  Borrower  represents  and  warrants  that there are no leases
pertaining to the Property as of the date hereof. From and after the date hereof
and at all time  during  the term of the Loan,  (a) each new Lease  will be with
tenants,  on a form of tenant  lease with  rental  rates and terms,  approved by
Lender,  or  otherwise  shall be  delivered  to  Lender  for  approval  prior to
execution  by  Borrower,  and (b)  Borrower  shall  deliver  to Lender  executed
counterparts  of all Leases,  and each Lease shall  contain a written  provision
acceptable  to Lender  whereby  all  rights o f the ten ant in the Lease and the
Property are  subordinated  to the liens and security  interests  granted in the
Loan Documents, and at the option of Lender, Borrower shall cause to be executed
and delivered to Lender a subordination and non-disturbance  agreement,  in form
and substance  acceptable to Lender,  relating to each Lease, and fully executed
by Lender,  Borrower and such tenant.  Borrower hereby covenants and agrees that
Borrower  shall at all times  during the term of the Loan  comply with all terms
and conditions of the Leases.

     6.   Event  of  Default.  The  occurrence  of any of  the  following  shall
constitute an event of default hereunder (an "Event of Default"):

     (a)  Borrower  shall fail to pay when due any  installment  of principal or
interest or any other monetary  obligation  arising under the Note or any of the
other Loan  Documents  and such failure  shall  continue for ten (10) days after
written notice thereof;  provided,  however,  Borrower shall only be entitled to
three (3) such  notices  during  the term of the Loan,  after  which  Lender may
proceed without notice to Borrower.

     (b)  Any  representation  or warranty  made by  Borrower  or any  Guarantor
(Borrower  and each of the  Guarantors  are  sometimes  referred to herein as an
"Obligated  Party") in any of the Loan Documents or in any certificate,  report,
notice or financial  statement furnished at any time in connection with the Note
shall be false, misleading or erroneous in any material respect when made.

<PAGE>

     (c)  Any Obligated Party shall fail to perform,  observe or comply with any
nonmonetary  covenant,  agreement  or term  contained  in the Note or any of the
other Loan  Documents  and such  failure  continues  for thirty  (30) days after
written notice thereof,  or, if such failure is by its nature not susceptible of
cure within said initial thirty (30) day period,  for such longer period of time
(not to exceed an  additional  sixty (60) days),  so long as Borrower  commences
such cure during said initial thirty (30) day period and  thereafter  diligently
prosecutes its completion.

     (d)  Any  Obligated  Party shall  commence a voluntary  proceeding  seeking
liquidation,  reorganization  or other  relief with respect to their debts under
any  bankruptcy,  insolvency  or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver,  liquidator,  custodian or other
similar  official  of them or a  substantial  part of  their  property  or shall
consent to any such relief or to the appointment of or taking  possession by any
such  official  in such a  proceeding  commenced  against  them or shall  make a
general  assignment for the benefit of creditors or shall  generally fail to pay
their debts as they become due or shall take any action to authorize  any of the
foregoing.

     (e)  Any involuntary  proceeding  shall be commenced  against any Obligated
Party seeking liquidation,  reorganization or other relief with respect to their
debts under any bankruptcy,  insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator,  custodian
or other similar official for them or a substantial part of their property,  and
such involuntary  proceeding shall remain  undismissed and unstayed for a period
of ninety (90) days.

     (f)  If any one or more of the Loan Documents shall be terminated, revoked,
or otherwise rendered void or unenforceable, in any case, without Lender's prior
written consent,  and such Loan Document or portion thereof that was effected is
not replaced with a substantially  similar agreement,  instrument or deed within
thirty (30) days of notice from Lender.

     (g)  If any  Obligated  Party  shall  allow  the  levy  against  all or any
material part of the Property of any  execution,  attachment,  sequestration  or
other writ which is not vacated within ninety (90) days after the levy.

     (h)  Except as provided in Section 18 hereof, the sale, encumbrance,  lease
or other  unauthorized  transfer  or  disposition  of all or any  portion of the
Property  without the express  written  consent of Lender,  which consent Lender
shall be en titled to withhold in its sole discretion.

     (i)  If the Borrower fails to comply with any material  requirements of any
governmental  authority  within  thirty  (30) days  after  Borrower  shall  have
received written notice thereof; provided,  however, it shall not be an Event of
Default if Borrower  contests an assessment in  accordance  with the  provisions
applicable thereto in the Deed of Trust.

     (j)  If a material  portion of the  Property is taken or  threatened  to be
taken by  eminent  domain,  so that,  in  Lender's  reasonable  discretion,  the
remaining  portion of the Property would not be have sufficient value to support
the  remaining  principal  balance of the Loan after the  proposed  recovery  is
applied to the indebtedness.

     (k)  The  rendering of one or more  judgments or decrees for the payment of
money in excess of $50,000.00 (in the aggregate),  against any Obligated  Party,
and such judgment or decree has not been vacated,  bonded or stayed by appeal or
otherwise,  for a period of sixty (60)  consecutive days after the date of entry
of the final order pertaining thereto.

     (l)  A lawsuit or other  proceeding  shall be filed  against any  Obligated
Party and such lawsuit or proceeding  shall not be dismissed  within ninety (90)
days of such filing, and Lender determines,  in its reasonable discretion,  that
the amount of recovery sought or anticipated to be sought,  the cost of defense,
or the  allegations  contained  therein  materially  impair the  ability of such
Obligated  Party  to pay the  indebtedness  evidenced  by the  Note and the Loan
Documents.

     (m)  Any Obligated Party shall default beyond any applicable  grace or cure
period in the payment of any other debt or obligation  related thereto in excess
of $10,000.00  (in the  aggregate),  or shall default in the  performance of any
other material  agreement  binding upon such Obligated Party or their respective
assets or properties,  including but not limited to, all other obligations of an

<PAGE>

Obligated  Party  to  Lender,  now  existing  or  hereafter  arising,  it  being
acknowledged that Guarantor is also the guarantor of other loans from Lender.

     (n)  The death of Guarantor,  or any formal  attempt to revoke or terminate
the Guaranty by Guarantor.

     (o)  The default  beyond any  applicable  cure period of Borrower under the
Required Lease.

     7.   Remedies.  Upon the  occurrence  of an Event of Default,  Lender shall
have the immediate  right,  at the sole  discretion of Lender  without notice or
demand and without  prejudice to any other right of Lender,  to: (i) declare the
entire  unpaid  balance of the Note and all accrued but unpaid  interest at once
immediately  due and payable (and the same shall be at once  immediately due and
payable and the same may be collected forthwith), (ii) foreclose and enforce all
liens and security interests securing payment thereof, and (iii) exercise any of
Lender's other rights,  powers,  recourses and remedies under the Note or any of
the other Loan Documents, or at law or in equity. Except as may be prohibited by
applicable  law, all of Lender's rights and remedies shall be cumulative and may
be exercised singularly or concurrently. Election by Lender to pursue any remedy
shall  not  exclude  pursuit  of any  other  remedy,  and an  election  to  make
expenditures  or to take action to perform an obligation of any Obligated  Party
shall not affect  Lender's  right to declare an Event of Default and to exercise
its rights and remedies.

     8.   Indemnification. The Borrower agrees to indemnify, defend and hold the
Lender  and  its  shareholders,   employees,  officers,  directors,  agents  and
attorneys  harmless  from and against any and all loss,  liability,  obligation,
damage,  penalty,  judgment,  claim, deficiency and expense (including interest,
penalties,  reasonable  attorneys' fees and amounts paid in settlement) to which
the  Lender or its  shareholders,  employees,  officers,  directors,  agents and
attorneys  may become  subject  arising out of or based upon or arising from the
occurrence  of an Event of Default  by  Borrower,  or which  arises out of or in
connection with the Property,  except for gross negligence or wilful  misconduct
of Lender.

     9.   Expenses.  Notwithstanding  any provision hereof to the contrary,  the
Borrower shall pay all out-of-pocket  expenses  (including,  without limitation,
the reasonable  fees and expenses of counsel for the Lender) in connection  with
the  negotiation,   preparation,   execution,   filing,   recording,   refiling,
re-recording,  modification and supplement of the Loan Documents and the making,
servicing and collection of the Loan.

     10.  General Interest and Usury Provisions.

          (a)  Savings Clause.  It is expressly  stipulated and agreed to be the
     intent of  Borrower  and  Lender at all times to comply  strictly  with the
     applicable  Texas law  governing  the  maximum  rate or amount of  interest
     payable  on  the  indebtedness  evidenced  by  the  Note  and  the  Related
     Indebtedness (as hereinafter  defined) or applicable  United States federal
     law to the extent that it permits  Lender to contract  for,  charge,  take,
     reserve or receive a greater  amount of  interest  than under Texas law. If
     the applicable law is ever judicially  interpreted so as to render usurious
     any amount  (i)  contracted  for,  charged,  taken,  reserved  or  received
     pursuant  to the  Note,  any of  the  other  Loan  Documents  or any  other
     communication  or writing by or between  Borrower and Lender related to the
     transaction  or  transaction  s that  are the  subject  matter  of the Loan
     Documents,  (ii) contracted for,  charged,  taken,  reserved or received by
     reason of Lender's exercise of the option to accelerate the maturity of the
     Note and/or the Related  Indebtedness,  or (iii) Borrower will have paid or
     Lender will have received by reason of any voluntary prepayment by Borrower
     of the Note  and/or the Related  Indebtedness,  then it is  Borrower's  and
     Lender's  express intent that all amounts  charged in excess of the Maximum
     Lawful Rate shall be automatically  canceled, ab initio, and all amounts in
     excess of the Maximum Lawful Rate theretofore  collected by Lender shall be
     credited  on  the  principal   balance  of  the  Note  and/or  the  Related
     Indebtedness  (or,  if the Note and all Related  Indebtedness  have been or
     would thereby be paid in full, refunded to Borrower), and the provisions of
     the Note and the other Loan Documents shall  immediately be deemed reformed
     and the amounts thereafter  collectible  hereunder and thereunder  reduced,
     without the necessity of the execution of any new document, so as to comply
     with the  applicable  laws, but so as to permit the recovery of the fullest
     amount otherwise called for hereunder and thereunder; provided, however, if
     the Note has been paid in full  before  the end of the  stated  term of the
     Note,  then  Borrower and Lender agree that Lender shall,  with  reasonable
     promptness  after Lender  discovers or is advised by Borrower that interest
     was  received in an amount in excess of the  Maximum  Lawful  Rate,  either
     credit   such  excess   interest   against  the  Note  and/or  any  Related
     Indebtedness  then owing by  Borrower to Lender  and/or  refund such excess
     interest to Borrower.  Borrower hereby agrees that as a condition precedent
     to any claim seeking usury penalties against Lender,  Borrower will provide
     written  notice to  Lender,  advising  Lender in  reasonable  detail of the
     nature and amount of the  violation,  and Lender shall have sixty (60) days
     after receipt of such notice in which to correct such usury  violation,  if

<PAGE>

     any, by either refunding such excess interest to Borrower or crediting such
     excess interest against the Note and/or the Related Indebtedness then owing
     by Borrower to Lender. All sums contracted for, charged, taken, reserved or
     received  by  Lender  for the use,  forbearance  or  detention  of any debt
     evidenced by the Note and/or the Related  Indebtedness shall, to the extent
     permitted by applicable law, be amortized,  prorated,  allocated or spread,
     using the actuarial  method,  throughout the stated term of the Note and/or
     the  Related  Indebtedness  (including  any and all renew al and  extension
     periods)  until  payment in full so that the rate or amount of  interest on
     account of the Note  and/or the  Related  Indebtedness  does not exceed the
     Maximum  Lawful Rate from time to time in effect and applicable to the Note
     and/or the Related  Indebtedness for so long as debt is outstanding.  In no
     event shall the  provisions of Chapter 346 of the Texas Finance Code (which
     regulates  certain  revolving  credit loan accounts and revolving  triparty
     accounts)  apply  to the  Note  and/or  any of  the  Related  Indebtedness.
     Notwithstanding  anything to the contrary contained herein or in any of the
     other Loan  Documents,  it is not the intention of Lender to accelerate the
     maturity  of any  interest  that  has  not  accrued  at the  time  of  such
     acceleration  or  to  collect  unearned   interest  at  the  time  of  such
     acceleration.  The terms and provisions of this paragraph shall control and
     supersede every other term,  covenant or provision contained herein, in any
     other Loan  Document or in any other  agreement  between the  Borrower  and
     Lender.

          (b)  Ceiling Election. To the extent that Lender is relying on Chapter
     303 of the Texas Finance Code to determine the Maximum  Lawful Rate payable
     on the Note and/or any other  portion of the Related  Indebtedness,  Lender
     will utilize the weekly  ceiling from time to time in effect as provided in
     such  Chapter  303, as amended.  To the extent  United  States  federal law
     permits Lender to contract for, charge,  take, receive or reserve a greater
     amount of interest than under Texas law,  Lender will rely on United States
     federal law instead of such Chapter 303 for the purpose of determining  the
     Maximum Lawful Rate.  Additionally,  to the extent  permitted by applicable
     law now or hereafter in effect,  Lender may, at its option and from time to
     time,  utilize any other  method of  establishing  the Maximum  Lawful Rate
     under such Chapter 303 or under other  applicable law by giving notice,  if
     required,  to Borrower as provided by such  applicable law now or hereafter
     in effect.

     (c)  Definitions.

          (i)  As used  herein,  the term  "Maximum  Lawful Rate" shall mean the
     maximum  lawful  rate of interest  which may be  contracted  for,  charged,
     taken,  received or reserved by Lender in  accordance  with the  applicable
     laws of the State of Texas (or applicable  United States federal law to the
     extent that such law permits Lender to contract for, charge,  take, receive
     or reserve a greater amount of interest than under Texas law),  taking into
     account all Charges made in connection  with the  transaction  evidenced by
     the Note and the other Loan Documents.

          (ii) As used herein,  the term "Charges" shall mean all fees,  charges
     and/or any other things of value, if any,  contracted for, charged,  taken,
     received or reserved by Lender in connection with the transactions relating
     to the Note and the other Loan  Documents,  which are  treated as  interest
     under applicable law.

          (iii) As used herein, the term "Related  Indebtedness"  shall mean any
     and all indebtedness  paid or payable by Borrower to Lender pursuant to the
     Loan Documents or any other communication or writing by or between Borrower
     and Lender related to the transaction or transactions  that are the subject
     matter of the Loan Documents,  except such indebtedness which has been paid
     or is payable by Borrower to Lender under the Note.

     11.  Notices. Any notice or demand required hereunder shall be deemed to be
delivered when deposited in the United States mail,  postage prepaid,  certified
mail, return receipt requested, addressed to Borrower or Lender, as the case may
be, at the address set out  hereinbelow,  or at such other address as such party
may hereafter  deliver in accordance  herewith.  Any other method of delivery or
demand shall be effective only when actually received by the recipient  thereof.
If and when included  within the term "Borrower" or "Lender" there are more than
one person, all shall jointly arrange among themselves for their joint execution
and delivery of a notice to the other  specifying  some person at some  specific
address for the receipt of all notices,  demands,  payments or other  documents.
All persons  included  within the terms  "Borrower"  or "Lender,"  respectively,
shall be bound by notices,  demands,  payments and documents given in accordance
with the provisions of this paragraph to the same extent as if each had received
such notice, demand, payment or document.

     12.  Governing  Law. This  Agreement  and each of the other Loan  Documents
shall be deemed a contract  and  instrument  made under the laws of the State of
Texas, Lender's principal place of business, and shall be construed and enforced
in  accordance  with and governed by the laws of the State of Texas and the laws
of the United  States of America.  Borrower  hereby  irrevocably  submits to the

<PAGE>

non-exclusive jurisdiction of the State and Federal Courts of the State of Texas
and agrees and consents that service of process may be made upon Borrower in any
legal  proceeding  relating to any of the Loan  Documents  by any means  allowed
under  Texas or  Federal  law.  Venue  for any legal  proceedings  may be Dallas
County,  Texas,  provided that Lender may choose any venue in any state which it
deems appropriate in the exercise of its sole discretion.

     13.  Relief in Bankruptcy. Borrower hereby agrees that, in consideration of
the  recitals  and mutual  covenants  contained  herein,  and for other good and
valuable consideration, in the event Borrower shall (i) file with any bankruptcy
court of competent jurisdiction or be the subject of any petition under Title 11
of the U.S. Code, as amended, (ii) be the subject of any order for relief issued
under such Title 11 of the U.S.  Code, as amended,  (iii) file or be the subject
of  any  petition  seeking  any   reorganization   rearrangement,   composition,
adjustment,  liquidation,  dissolution,  or similar  relief under any present or
future state act or law relating to  bankruptcy,  insolvency or other relief for
debtors,  (iv) have sought or consented to or acquiesced to any  appointment  of
any trustee,  receiver,  conservator,  or liquidator,  (v) be the subject of any
order,  judgment  or  decree  entered  by any  court of  competent  jurisdiction
approving  a  petition   filed   against  such  part  for  any   reorganization,
rearrangement,  composition,  adjustment,  liquidation,  dissolution, or similar
relief  under any  present  or future  federal or state act of law  relating  to
bankruptcy, insolvency or relief for debtors, Lender shall thereupon be entitled
to relief from the automatic stay imposed by Section 362 of Title 11 of the U.S.
Code,  as amended,  or  otherwise,  on or against the exercise of the rights and
remedies  otherwise  available to Lender as provided herein, in any of the other
Loan Documents, and as otherwise provided by applicable state and federal law.

     14.  Survival;  Parties Bound. All representations,  warranties,  covenants
and agreements made by or on behalf of the Borrower in connection herewith shall
survive the execution and delivery of the Loan Documents,  shall not be affected
by any investigation made by or on behalf of Lender, and shall bind the Borrower
and its successors,  trustees, receivers and assigns and inure to the benefit of
the  successors and assigns of the Lender.  The term of this Agreement  shall be
until the later of the final maturity of the Note and the payment of all amounts
due under the Loan Documents.

     15.  Counterparts.  This  Agreement  may be executed  in several  identical
counterparts,  and by the  parties  hereto on  separate  counterparts,  and each
counterpart,  when so  executed  and  delivered,  shall  constitute  an original
instrument, an d all such separate counterparts shall constitute but one and the
same instrument.

     16.  Severability.  If any provision of any of the Loan Documents  shall be
invalid,  illegal or  unenforceable in any respect under any applicable law, the
validity,  legality and enforceability of the remaining  provisions shall not be
affected or impaired thereby.

     17.  Captions.  The headings and captions  appearing in the Loan  Documents
have been  included  solely  for  convenience  and shall  not be  considered  in
construing the Loan Documents.

     18.  ENTIRE AGREEMENT. THIS WRITTEN LOAN AGREEMENT AND OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE  OF  PRIOR,  CONTEMPORANEOUS,  OR  SUBSEQUENT  ORAL  AGREEMENTS  OF THE
PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

     [Signature Page Follows]




<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  to be
effective as of the day first written above.

LENDER:

PARK CITIES BANK

By:   /s/ Mike Emerson
     --------------------------------
     Mike Emerson, Vice President

BORROWER:

ENVIROCLEAN MANAGEMENT SERVICES, INC., a
Texas corporation

By:   /s/ Matthew H. Fleeger
     --------------------------------
     Matthew H. Fleeger, President

CONSENT

The undersigned  hereby joins in the execution of this Agreement to evidence his
consent and agreement to the terms and conditions contained herein.

GUARANTOR:

MATTHEW H. FLEEGER, INDIVIDUALLY

By:   /s/ Matthew H. Fleeger
     --------------------------------
     MATTHEW H. FLEEGER, INDIVIDUALLY











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                                   SCHEDULE 1

                             Reporting Requirements

Borrower and Guarantor, as applicable,  agree to deliver to Lender the following
statements and reports:

     (a)  Annual  financial  statements  for  Borrower  within  120 days of each
fiscal year end,  commencing with the fiscal year ending in the year 2005, which
are  certified  as true and correct in all  material  respects by an  authorized
officer of Borrower;

     (b)  Annual personal financial statements for Guarantor within 14 months of
the date of the previous  statements  provided to Lender,  certified as true and
correct in all material respects by Guarantor;

     (c)  Federal  income tax returns  annually for  Borrower  within 30 days of
filing with the IRS, but in any event by October 31st of the year  following the
tax y ear for which the returns are prepared,  commencing with the returns filed
for the 2005 tax year;

     (d)  Federal income tax returns  annually for each Guarantor within 30 days
of filing with the IRS, but in any event by October  31st of the year  following
the tax year for which the return s are  prepared,  commencing  with the returns
filed for the 2004 tax year;

     (e)  Upon request, such additional financial statements regarding Borrower,
any Guarantor or the Property as may be reasonably requested by Lender.











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                                   EXHIBIT `A'

FIELD NOTE  DESCRIPTION  OF 0.7835  ACRES  (34,131  SQUARE  FEET) OF LAND OUT OF
RESTRICTED  RESERVE "F",  INTERBELT NORTH BUSINESS CENTER, AS RECORDED IN VOLUME
329,  PAGE 6 OF THE HARRIS COUNTY MAP RECORDS,  SITUATED IN THE JOSEPH  MCGINNIS
SURVEY,  A-587,  IN HARRIS  COUNTY,  TEXAS,  SAID  0.7835  ACRE TRACT BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUND AS FOLLOWS:

BEGINNING  at a 5/8"  Iron  rod  found  on the  Easterly  right-of-way  line  of
Interdrive  East (60 feet wide),  said Iron Rod marks the common Westerly corner
of said Restricted Reserve "F" and Restricted Reserve "E" of aforesaid Interbelt
North Business Center;

THENCE S  88(degree)59'00"  E, along the North line of Restricted Reserve "F", a
distance of 210.23 feet to a 5/8" Iron Rod found for the common  Easterly corner
of said  Restricted  Reserve "F" and Restricted  Reserve "E", said Iron Rod also
marks the Northeasterly corner of the herein described tract;

THENCE S 01(degree)01'00"  W, along the Easterly line of Restricted Reserve "F",
a  distance  of 164.90  feet to a 5/8"  Iron Rod  found for the  Southereasterly
corner of the herein described tract;

THENCE N  88(degree)59'00"  W, leaving the Easterly line of  Restricted  Reserve
"F", a distance of 205.22 feet to a 5/8" Iron Rod found on the Easterly  line of
aforesaid  Interdrive  East,  said point marks the  Southwesterly  corner of the
herein described tract, said point falling on a curve to the Left;

THENCE, Northerly,  along the Easterly right-of-way line of aforesaid Interdrive
East with said curve to the Left, having a central angle of 03(degree)07'12",  a
radius of  3030.00  feet,  an arc  length of 165.00  feet and a chord  bearing N
00(degree)43'21"  W, for a distance of 16498 feet to the POINT OF BEGINNING  and
containing as aforesaid 0.7835 acres (34,131 square feet) of land.