<PAGE>


                                       
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                Quarterly Report Pursuant to Section 13 or 15 (d) 
                     of the Securities Exchange Act of 1934
                      For The Quarter Ended March 31, 1999
                         Commission File Number 0-14881

                              WASTE RECOVERY, INC.
             (Exact Name of Registrant as Specified in its Charter)

             TEXAS                                    75-1833498
State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)

309 S. PEARL EXPRESSWAY, DALLAS, TX                     75201
(Address of Principal Executive Offices)              (Zip Code)

                                 (214) 741-3865
              (Registrant's Telephone Number, Including Area Code)

         Indicate by check mark whether the registrant: (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months or for such shorter 
period that the registrant was required to file such reports, and (2) has 
been subject to such filing requirements for the past 90 days. Yes [ ] No 
[ X ]

         Indicate the number of shares outstanding of each of the issuer's 
classes of common stock, at the latest practicable date. Common stock, no par 
value 17,494,323, May 14, 1999.

<PAGE>

PART I:  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                              WASTE RECOVERY, INC.

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                           March 31, 1999       December 31, 1998
                                                                           --------------       -----------------
<S>                                                                        <C>                  <C>
Current Assets:

   Cash and cash equivalents                                                $         -           $     69,594
   Accounts receivable, less allowance for doubtful accounts
     of $186,507 and $135,435, respectively                                   1,414,545              1,889,440
   Other receivables                                                                  -                  6,066
   Inventories                                                                  133,662                 16,398
   Other current assets                                                         652,508                801,592
   Restricted cash and cash equivalents                                               -                 43,640
                                                                            -----------           ------------
       Total current assets                                                   2,200,715              2,826,730
                                                                            -----------           ------------

Property, plant and equipment                                                16,441,631             19,190,055
   Less accumulated depreciation                                             (9,243,893)           (11,113,546)
                                                                            -----------           ------------

       Net property, plant and equipment                                      7,197,738              8,076,509
                                                                            -----------           ------------

Construction in progress                                                      4,433,453              4,101,556
Restricted cash and cash equivalents                                          1,012,287              1,454,358
Bond and debt issuance costs, less accumulated amortization of
   $37,081 and $197,580, respectively                                           446,356                576,250
Goodwill, less accumulated amortization of $330,110 and
   $304,542, respectively                                                     1,166,461              1,192,029
Other assets                                                                    309,555                319,516
                                                                            -----------           ------------

                                                                            $16,766,565           $ 18,546,948
                                                                            -----------           ------------
                                                                            -----------           ------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       2
<PAGE>

                             WASTE RECOVERY, INC.

                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

                     LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                            March 31, 1999       December 31, 1998
                                                                            --------------       -----------------
<S>                                                                         <C>                  <C>
Current Liabilities:
   Current installments of bonds payable                                     $   280,000            $   260,000
   Notes payable                                                                 938,153              1,270,800
   Current installments of long-term debt                                      1,021,338                878,901
   Current installments of capital lease obligations                              15,265                 24,938
   Accounts payable                                                            2,931,501              2,549,389
   Other accrued liabilities                                                   2,832,566              2,494,383
   Deferred grant revenue                                                        162,645                259,350
                                                                             -----------            -----------
       Total current liabilities                                               8,181,468              7,737,761
                                                                             -----------            -----------

Bonds payable, noncurrent                                                      6,135,000              6,415,000
Long-term debt, excluding current installments                                 2,861,019              3,777,629
Note payable                                                                     175,552                174,578
Obligations under capital leases, excluding current
   Installments                                                                    4,153                  8,167
Deferred grant revenue, noncurrent                                               160,000                160,000
                                                                             -----------            -----------
       Total liabilities                                                      17,517,192             18,273,135
                                                                             -----------            -----------

Stockholders' Equity:
   Cumulative preferred stock, $1.00 par value, 250,000 shares 
     authorized, 203,580 issued and outstanding in 1999 and 1998 
     (liquidating preference $16.18 per share, aggregating $3,294,676, 
     and $16.01 per share, aggregating $3,259,537, in 1999 and 1998, 
     respectively)                                                               203,580                203,580

   Preferred stock, $1.00 par value, authorized and unissued
     9,750,000 shares in 1999 and 1998                                                 -                      -
   Common stock, no par value, authorized 30,000,000 shares,
     17,494,323 shares issued and outstanding
     in 1999 and 1998.                                                           407,800                407,800
   Additional paid-in capital                                                 18,604,904             18,604,904
   Accumulated deficit                                                       (19,773,031)           (18,748,591)
                                                                             -----------            -----------
                                                                                (556,747)               467,693

   Treasury stock, at cost, 1,603,760 common shares                             (193,880)              (193,880)
                                                                             -----------            -----------
       Total stockholders' equity                                               (750,627)               273,813
                                                                             -----------            -----------

Commitments and contingencies                                                $16,766,565            $18,546,948
                                                                             -----------            -----------
                                                                             -----------            -----------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

                              WASTE RECOVERY, INC.

                      Consolidated Statements Of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 Three Months Ended March 31,
                                                                              ----------------------------------
                                                                                 1999                   1998
                                                                              ----------            ------------
<S>                                                                           <C>                   <C>
Revenues:
   Tire-derived fuel sales                                                   $   926,233            $  1,035,927
   Wire sales                                                                     71,495                 327,762
   Disposal fees, hauling and other revenue                                    2,707,425               4,747,445
                                                                             -----------            ------------
       Total revenues                                                          3,705,153               6,111,134

Operating expenses                                                             2,844,739               4,893,545
General and administrative expenses                                            1,045,054               1,832,358
Depreciation and amortization                                                    452,209                 718,666
                                                                             -----------            ------------
           Operating loss                                                       (636,849)             (1,333,435)
                                                                             -----------            ------------

Other income (expense):
   Interest income                                                                 8,815                  24,692
   Interest expense                                                             (256,872)               (214,496)
   Other income                                                                   97,262                  96,705
   Loss on sale of assets                                                        (89,505)                (84,028)
                                                                             -----------            ------------
                                                                                (240,300)               (177,127)
                                                                             -----------            ------------

Net loss before extraordinary item                                              (877,149)             (1,510,562)

   Extraordinary loss on early retirement of debt                                147,291                      -
                                                                             -----------            ------------

Net loss                                                                      (1,024,440)             (1,510,562)

Undeclared cumulative preferred stock dividends                                   35,139                  35,139
                                                                             -----------            ------------

Net loss available to common shareholders                                    $(1,059,579)           $ (1,545,701)
                                                                             -----------            ------------
                                                                             -----------            ------------

Net loss before extraordinary item per common share                              $  (.06)                $  (.09)
Extraordinary loss per common share                                              $  (.01)                $    -
                                                                             -----------            ------------

Net loss per common share                                                        $  (.07)                $  (.09)
                                                                             -----------            ------------
                                                                             -----------            ------------

Weighted average number of common shares outstanding                          15,890,563              17,390,563
                                                                             -----------            ------------
                                                                             -----------            ------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                              WASTE RECOVERY, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   Three Months Ended March 31,
                                                                                ---------------------------------
                                                                                    1999                  1998
                                                                                ------------          -----------
<S>                                                                             <C>                   <C>
Cash flows from operating activities:
   Net loss                                                                     $ (1,024,440)         $(1,510,562)
   Adjustments to reconcile net loss to net cash provided (used) by
     operating activities:
       Depreciation and amortization                                                 426,641              687,622
       Loss on involuntary conversion of assets                                            -               84,028
       Amortization of goodwill                                                       25,568               31,144
       Loss on sale of property, plant, and equipment                                 89,505                    -
       Interest imputed on discounted note payable                                       974                  974
       Amortization of bond premium                                                        -              (17,813)
   Changes in assets and liabilities:
     Accounts receivable                                                             474,895              486,962
     Note and other receivables                                                        6,066               34,838
     Inventories                                                                    (117,264)              46,101
     Other current assets                                                             92,210                3,384
     Other assets                                                                      8,225              (89,779)
     Debt issuance costs                                                             113,091                    -
     Accounts payable                                                                382,112             (421,945)
     Accrued liabilities                                                             335,183              454,624
     Deferred grant revenue                                                          (96,705)             (96,705)
     Deferred revenue                                                                      -               66,524
     Other                                                                                 -              (25,114)
                                                                                ------------          -----------

       Net cash provided (used) by operating activities                              716,061             (265,717)
                                                                                ------------          -----------
                                                                                                         

Cash flows from investing activities:
   Proceeds from the sale of property, plant, and equipment                          750,000                    -
   Purchases of property, plant, and equipment                                      (640,859)            (192,464)

   Cash placed in restricted accounts                                               (430,375)            (100,632)

   Cash payments out of restricted accounts                                          916,086            1,097,575
                                                                                ------------          -----------
       Net cash provided by investing activities                                     594,852              804,479
                                                                                ------------          -----------

Cash flows from financing activities:

   Payment of bonds payable                                                         (260,000)            (860,000)
   Proceeds from issuance of notes payable                                         3,183,040              817,025
   Payment of notes payable                                                       (3,515,687)            (155,953)
   Proceeds from issuance of long term debt                                          553,452               54,000
   Repayment of long-term debt                                                    (1,327,625)            (171,404)
   Repayment of capital lease obligations                                            (13,687)             (22,731)
                                                                                ------------          -----------
       Net cash used by financing activities                                      (1,380,507)            (339,063)
                                                                                ------------          -----------

Net increase (decrease) in cash and cash equivalents                                 (69,594)             199,699
Cash and cash equivalents at beginning of period                                      69,594                    -
                                                                                ------------          -----------
Cash and cash equivalents at end of period                                      $          -          $   199,699
                                                                                ------------          -----------
                                                                                ------------          -----------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                              WASTE RECOVERY, INC.
                   Notes to Consolidated Financial Statements

                                 March 31, 1999

Note 1:  ADJUSTMENTS

         The financial information presented has been prepared from the books 
and records without audit, and does not include all disclosures required by 
generally accepted accounting principles. In the opinion of management, all 
adjustments, consisting only of normal recurring adjustments, necessary for a 
fair presentation of the financial information for the periods indicated, 
have been included. The results of operations for the three months ended 
March 31, 1999, are not necessarily indicative of operating results for the 
entire year. For further information regarding the Company's accounting 
policies, refer to the consolidated financial statements and related notes 
included in the Company's Annual Report on Form 10-K for the year ended 
December 31, 1997.

Note 2:  INVENTORIES

         The components of inventories at March 31, 1999 and December 31, 
1998 are as follows:

<TABLE>
<CAPTION>
                                                 March 31, 1999        December 31, 1998
                                                 --------------        -----------------
<S>                                              <C>                   <C>
          Manufactured fuel inventory                $ 133,662               $ 16,398
          Manufactured wire inventory                        -                      -
          Work-in-process                                    -                      -
                                                     ---------               --------
                                                     $ 133,662               $ 16,398
                                                     ---------               --------
                                                     ---------               --------
</TABLE>

Note 3:  OTHER CURRENT ASSETS

         Other current assets at March 31, 1999 and December 31, 1998 are as 
follows:

<TABLE>
<CAPTION>
                                                 March 31, 1999        December 31, 1998
                                                 --------------        -----------------
<S>                                              <C>                   <C>
          Prepaid insurance                          $ 291,443               $460,917
          Parts inventory                              291,807                338,590
          Other                                         69,258                  2,085
                                                     ---------               --------
                                                     $ 652,508               $801,592
                                                     ---------               --------
                                                     ---------               --------
</TABLE>

Note 4:  LONG-TERM DEBT

         On January 29, 1999 the Company made a cash payment of $1,193,153 to 
the bondholder of industrial revenue bonds (the Atlanta Bonds) which were 
issued in 1988 for the construction of the Company's Atlanta tire processing 
facility. The Atlanta Bonds carried an interest rate of 10.5%, had a 
scheduled maturity date of December 1, 2007, and were secured by restricted 
cash, a first lien on the Atlanta facility, and a second lien on the 
Company's Portland facility. The Atlanta Bonds were extinguished with 
$747,042 of proceeds from the sale of the Portland plant and $446,111 of 
restricted cash which secured the Atlanta Bonds. On the date of 
extinguishment, the Atlanta Bonds had an outstanding balance of $1,140,000 
and accrued interest of $18,953. The Company recorded an extraordinary loss 
of $147,291 on the early extinguishment of this debt. The extraordinary loss 
is primarily due to the write-off of related unamortized bond issuance costs 
and a 3% prepayment penalty paid to the bondholder.

Note 5:  PREFERRED STOCK DIVIDENDS

         Undeclared cumulative preferred stock dividends were $1,258,876 and 
$1,116,370 at March 31, 1999 and 1998, respectively. Net loss is adjusted by 
the effect of undeclared dividends on preferred stock of $35,139 and $35,139 
for the three months ended March 31, 1999 and 1998, respectively. The effect 
was to increase net loss per common share by $.002 for the three months ended 
March 31, 1999 and 1998, respectively. Basic and diluted earnings per share 
are the same in 1999 and 1998.

                                       6
<PAGE>

Note 6: SALE OF PORTLAND FACILITY

         On January 29, 1999 the Company sold its Portland facility for 
$750,000 in cash. The Company recorded a loss of $89,505 in connection with 
the sale. The proceeds were used to extinguish long-term debt relating to the 
Atlanta plant.

Note 7: STATEMENTS OF CASHFLOWS

         The Company paid $366,527 and $304,787 for interest for the three 
months ended March 31, 1999 and 1998, respectively. No income taxes were paid 
during the three months ended March 31, 1999 and 1998.

Note 8: LITIGATION

         The registrant has no material pending legal proceedings.

Other notes have been omitted pursuant to Rule 10-01 (a)(5) of Regulation S-X.


                                       
                                [End of Page]

                                       7
<PAGE>

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-Q under "Item 2. Management's Discussion 
and Analysis of Financial Condition and Results of Operations", constitute 
"forward-looking statements" within the meaning of the Private Securities 
Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking 
statements involve known and unknown risks, uncertainties, and other factors 
which may cause the actual results, performance or achievements of Waste 
Recovery, Inc. (the "Company" or "Registrant") to be materially different 
from any future results, performance or achievements expressed or implied by 
such forward-looking statements. Such factors include, among others, the 
following: general economic and business conditions; competition; success of 
operating initiatives; development and operating costs; adverse publicity; 
changes in business strategy or development plans; quality of management; 
availability, terms and deployment of capital; business abilities and 
judgment of personnel; availability of qualified personnel; labor and 
employee benefit costs; changes in, or failure to comply with, government 
regulations; and other factors referenced in this Form 10-Q.

Item 2:  Management's Discussion and Analysis of Financial Condition and 
Results of Operations

The Company owns and operates plants in or geographically near Houston,  
Texas, Atlanta, Georgia, Philadelphia, Pennsylvania, St. Louis, Missouri, 
and Chicago, Illinois.

Regional services are coordinated from the operating bases mentioned above. 
Operations encompass full-service scrap tire disposal and the recycling of 
tires into various end products, which include: a supplemental fuel product, 
tire-derived fuel ("TDF"), bead wire removed from the tires, which is sold as 
scrap steel, and a processed rubber product for civil engineering purposes. 
The Company generates revenues from scrap tire disposal fees, from hauling of 
scrap tires, and from the sale of used tires collected from its tire flow and 
the products described above.

On January 29, 1999 the Company sold it's Portland, Oregon facility for 
$750,000 in cash, the proceeds from which were used to retire long-term 
indebtedness. The plant was sold because of its marginal profitability and to 
facilitate management's plans to restructure the Company's debt and generate 
additional cash flow. The Company reported a loss of $89,505 in the first 
quarter of 1999 in connection with the sale of this facility.

On November 10, 1998 the Company entered into a loan agreement with a third 
party lender that provided for a $250,000 term loan and a line of credit in 
the maximum amount of $2,500,000, which was secured by some of the Company's 
accounts receivable, and a portion of the Company's property, plant and 
equipment. These credit facilities were expanded in the first quarter of 
1999, increasing the term portion to $600,000, and expanding the revolving 
credit to include the operations of the Company's Illinois facilities. Both 
the original loan and the subsequent increase were obtained to provide 
additional working capital and repay term debt.

To date, the effects of inflation on the Company's operations have been 
negligible.

                              GENERAL COMMENTS

The Company suffered a net loss of $1,024,440 on revenues of $3,705,153 in 
the first quarter of 1999 compared to a net loss of $1,510,562 on revenues of 
$6,111,134 during the same period in 1998. The first quarter 1999 net loss 
includes an extraordinary loss of $147,291 on the early extinguishment of 
debt. Revenue declined as a result of the sale of the U.S. Tire and Portland 
facilities and because the first quarter of 1998 included operations of the 
Company's Dupo and Marseilles, Illinois facilities, both of which were only 
partially operational in the comparable period of 1999.

On January 1, 1999, the Dupo facility, which was substantially destroyed by 
fire in June of 1998, resumed operations in the first quarter of 1999. By the 
end of the quarter, tire flow, TDF production and TDF sales had regained 
levels reached immediately prior to the fire.

                                       8
<PAGE>

As of February 1, 1999, the Marseilles plant resumed operation of its TDF 
processing system. Tire shreds stored at the site prior to the March 21, 1998 
fire are being converted into TDF and being sold. The Company expects the 
shredding system to be functional on or before May 15, 1999.

During the first quarter of 1999, revenue and profitability increased at the 
Houston facility verses the comparable period in 1998. These events took 
place despite mechanical problems which had the effect of reducing the 
facility's production during the period. The increased operating levels are 
attributable to sales of used tires and stronger TDF markets.

During the first quarter of 1999, operations at the Company's Philadelphia 
facility continue to be hampered by equipment problems. In December 1998 a 
wire recycling system, funded primarily with grant money from the state of 
Pennsylvania, was put into operation. At the end of the quarter preparations 
were underway to install a new shredding system. The combination of these two 
mechanical changes will allow for a more efficient operating environment 
starting in the second quarter of 1999. TDF sales in the period were 
significantly higher than the prior year, which is attributable to one new 
customer which was brought on line in June of 1998.

The Atlanta facility operated at levels in the first quarter of 1999  
similar to those of the same period in 1998.

As discussed above, on January 29, 1999 the Portland facility was sold for 
cash.




                           RESULTS OF OPERATIONS
                THREE MONTHS ENDED MARCH 31, 1999 COMPARED
                  WITH THREE MONTHS ENDED MARCH 31, 1998

Total revenues of $3,705,153 for the first quarter of 1999 were 39% lower 
than the $6,111,134 generated for the same period in 1998. This decrease is 
attributable to the fact that: i) sales from U.S. Tire were included in the 
1998 period but not in the current period; ii) neither of the Illinois 
facilities operated for the full three months of the quarter in 1999 because 
they were being brought on-stream after the fires; and iii) the Portland 
facility was owned for one month in 1999 compared with three months in the 
comparable period in 1998. Notwithstanding these events, TDF sales were up 
slightly for the first quarter of 1999 compared to 1998. This is attributable 
to significant increase in TDF sales at the Houston and Philadelphia 
facilities Wire sales declined significantly on a consolidated basis as well 
as a plant-by-plant basis, reflecting weak demand for scrap steel. Disposal, 
hauling and other revenue was down 43% in the first quarter of 1999 compared 
to the same period of 1998 due to: i) sales from U.S. Tire were included in 
the 1998 period but not in the current period; ii) neither of the Illinois 
facilities operated for the full three months of the quarter in 1999 because 
they were being brought on-stream after the fires; and iii) the Portland 
facility was owned for one month in 1999 compared with three months in the 
comparable period in 1998. These factors were partially offset by increased 
revenue at the Houston facility.

Operating expenses for the first quarter of 1999 were 2,844,739 or 77% of 
revenue, down from 4,893,545 or 80% of revenue for the first quarter of 1998. 
The decrease in the dollar amount reflects a lower level of operations 
resulting from: i) sales from U.S. Tire were included in the 1998 period but 
not in the current period; ii) neither of the Illinois facilities operated 
for the full three months of the quarter in 1999 because they were being 
brought on-stream after the fires; and iii) the Portland facility was owned 
for one month in 1999 compared with three months in the comparable period in 
1998. The decrease in operating costs as a percentage of revenues is 
attributable to better operations at the Houston facility.

General and Administrative expenses of $1,045,054 for the first quarter of 
1999 were significantly reduced from the $1,832,358 for the same period in 
1998. This decrease is primarily attributable to: i) sales from U.S. Tire 
were included in the 1998 period but not in the current period; ii) neither 
of the Illinois facilities operated for the full three months of the quarter 
in 1999 because they were being brought on-stream after the fires; and iii) 
the Portland facility was owned for one month in 1999 compared with three 
months in the comparable period in 1998. As a percentage of revenues, general 
expenses were lower at 28% for the three months ending March 31, 1999 

                                       9
<PAGE>

compared to 30% for the same period in 1998. This decrease is primarily 
attributable to reductions of outside services for legal services in 1999 vs. 
1998.

Depreciation and amortization expense decreased 37% to $452,209 in the first 
quarter of 1999 from $718,666 incurred in the same period in 1998. This 
decrease is primarily due to i) depreciation expense for U.S. Tire was 
included in the 1998 period but not in the current period; ii) neither of the 
Illinois facilities were being depreciated for the whole 1999 period; and 
iii) depreciation on the Portland facility was expensed for one month in 1999 
compared with three months in the comparable period in 1998.

Interest expense increased 19% to $256,872 in the first quarter of 1999 
compared to $214,496 in the comparable period in 1998. This increase is 
primarily attributable to the new term financing and credit facility 
previously discussed that was obtained by the Company in November 1998 and 
February 1999. This new debt carries a higher interest cost which contributed 
to the increase in interest expense in the first quarter of 1999 compared to 
the same period in 1998.

                  FINANCIAL CONDITION AS OF MARCH 31, 1999

The Company's working capital balance at March 31, 1999 was a deficit of 
$5,980,753. Current assets declined from $7,623,680 at March 31, 1998 to 
$2,200,715 at March 31, 1999. This decline is attributable to i) the 
exclusion of current assets owned by U.S. Tire; ii) decreased levels of 
operating activity resulting from the two Illinois fires, and the sale of the 
Portland facility. Current liabilities at March 31, 1998 decreased from 
$16,432,282 to $8,181,468 at March 31, 1999. This decline is attributable to: 
i) the exclusion of current liabilities by U.S. Tire, ii) decreased levels of 
operating activity resulting from the two Illinois fires and the sale of the 
Portland facility, and iii) the reclassification of accelerated maturities 
from current liabilities to long-term liabilities as a result of: a) curing 
of the defaults on the Illinois industrial revenue bonds, and b) repayment of 
the Atlanta industrial revenue bonds.

While the Company believes that operating results are improving, such 
improvement will be inadequate to fund its working capital and capital 
expenditures for the remainder of the year. Accordingly, management believes 
that term financing will be required.

                               [End of Page]






                                       10
<PAGE>

                                     PART II

                                OTHER INFORMATION

                                                                      Form 10-Q
                                                                       Part II

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  None

         (b)      Reports on Form 8-K

                  None

Item 27. Financial Data Schedule

                                  [End of Page]




                                       11
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant had duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                            WASTE RECOVERY, INC.

DATE:  May 15, 1999                         /s/ THOMAS L. EARNSHAW              
                                            ------------------------------------
                                            By: Thomas L. Earnshaw
                                                President
                                                (Principal Executive Officer)

                                            /s/ S. W. ARNETTE 
                                            ------------------------------------
                                            By: S. W. Arnette
                                                Chief Financial Officer 
                                                (Principal Financial and
                                                Accounting Officer)










                                       12