EXHIBIT 10.7

                   SECOND AMENDED AND RESTATED LOAN AGREEMENT
                                 (COMPANY LOAN)


     This Second Amended and Restated Loan Agreement (this  "Agreement"),  dated
as of January 12, 1998, is between  KIMMINS CORP., a Delaware  corporation,  and
all of its undersigned  partially and wholly owned  subsidiaries,  as Borrowers,
and  SOUTHTRUST  BANK,  NATIONAL  ASSOCIATION,  with  its  principal  office  in
Birmingham, Alabama, as lender.


                                   BACKGROUND

     Pursuant to a Loan Agreement  dated August 26, 1994, Bank made available to
Borrowers three credit  facilities in the aggregate  amount of up to $14,000,000
allocated as follows:  (1) a Revolving Loan in the amount of  $5,000,000;  (2) a
loan in the amount of $7,000,000 for the  refinancing  of Borrowers'  loans from
Fleet Bank and from Chase Bank  ("Term  Loan");  and (3) a Real  Estate  Loan of
$2,000,000.  Pursuant  to a First  Amended and  Restated  Loan  Agreement  dated
December 8, 1995,  Bank renewed the  Revolving  Loan and increased the amount of
the Revolving Loan to $15,000,000, reduced by the outstanding principal balances
of a new loan in the  amount  of  $5,000,000  to fund  equipment  and  corporate
acquisitions  ("Non-Revolving Line of Credit"). Bank also renewed the $7,000,000
Term Loan and the $2,000,000 Real Estate Loan.  Also,  pursuant to an Assignment
dated the same date as the First  Amended  and  Restated  Loan  Agreement,  Bank
acquired a $2,400,000 loan from Fleet Bank to an ESOP  established by Borrowers,
which loan is guaranteed by Borrowers,  thereby  resulting in the termination of
the Intercreditor  Agreement dated August 26, 1994,  between Bank and Fleet Bank
and Bank's status as  collateral  agent for both Fleet Bank and Bank. On October
28,  1996,   Borrowers   repaid  the   $7,000,000   Term  Loan.  The  $5,000,000
Non-Revolving  Line of  Credit  was never  funded  and has been  terminated.  By
Amendment to Loan Documents dated as of December 30, 1996, the First Amended and
Restated  Loan  Agreement was amended to join as Borrowers  and  Guarantors  two
additional partially or wholly-owned subsidiaries of Kimmins Corp.

     Borrowers  request that Bank renew the Revolving Loan at an amount equal to
$8,000,000,   subject  to  Borrowers'  commitment  to  reduce  this  balance  in
accordance with this Agreement.  Bank is willing to make these credit facilities
available to Borrowers on the terms and conditions set forth in this Agreement.


                                 OPERATIVE TERMS

     The recitals set forth above are incorporated  into this Agreement and Bank
and Borrowers agree as follows:

1. Defined Terms. As used in this Agreement, the following terms shall have
the following meanings:

     1.1 Accounts -- has the meaning set forth in the Security Agreement.

     1.2  Affiliate  -- any  director or officer of  Borrowers or any Person who
directly,  indirectly or  beneficially,  owns 5% or more of the capital stock of
any Borrower, or 5% of the voting stock or rights of any Borrower, or any member
of the immediate family of any such officer,  director,  or stockholder,  or any
corporation or other entity which is controlled by, controls, or is under common
control with, any Borrower, including the Guarantor.

     1.3 Agreement -- this Second Amended and Restated Loan Agreement.

     1.4 Bank -- SouthTrust Bank, National  Association,  and its successors and
assigns, a party to this Agreement.

     1.5 Base Rate -- the rate of interest  designated by Bank  periodically  as
its Base Rate. The Base Rate is not necessarily the lowest interest rate charged
by Bank.

     1.6 Borrower or Borrowers -- Kimmins Corp., a Delaware corporation, Kimmins
Contracting Corp., a Florida corporation,  Kimmins Ltd., a Canadian corporation,
Kimmins  Industrial  Service Corp., a Delaware  corporation,  Kimmins  Abatement
Corp., a Delaware corporation,  ThermoCor Kimmins,  Inc., a Florida corporation,
TransCor Waste Services, Inc., a Florida corporation, Kimmins Recycling Corp., a
Florida  corporation,   Kimmins  Incorporated,  a  Texas  corporation,   Kimmins
International Corporation, a Florida corporation,  Fourth Avenue Holdings, Inc.,
a Florida corporation, 40th Street, Inc., a Florida corporation,  Lantana Eighth
Avenue Corp., a Florida  corporation,  Factory Street  Corporation,  a Tennessee
corporation, Kimmins Associates, Inc., a Delaware Corporation, Kimmins Specialty
Contracting, Inc., a Florida corporation, and Kimmins Equipment Leasing Corp., a
Florida corporation,  each a party to this Agreement and other Subsidiaries that
from time to time become parties to this Agreement.

     1.7 Cash Capital Expenditures -- cash expenditures made for the acquisition
of any fixed assets or improvements,  replacements,  substitutions, or additions
thereto which have a useful life of more than one year.

     1.8 Capitalized  Lease  Obligations -- any Debt  represented by obligations
under a  lease  that is  required  to be  capitalized  for  financial  reporting
purposes  in  accordance  with  GAAP.  The  amount  of such  Debt  shall  be the
capitalized amount of such obligations determined in accordance with GAAP.

     1.9 Chattel  Paper -- has the meaning set forth in the Security  Agreement.

     1.10 Code -- the Uniform Commercial Code, as in effect in Florida from time
to time.

     1.11  Collateral - collectively,  Borrowers'  Accounts,  Deposit  Accounts,
Documents,  Instruments,  Chattel Paper,  Equipment,  General  Intangibles,  and
Inventory, the Subsidiary Stock, the Notes Receivable,  and Real Estate, and the
other property and interests described in the Collateral Documents and elsewhere
in the Loan  Documents,  wherever  located and whether now owned by Borrowers or
hereafter acquired, and the parts, proceeds,  products,  profits,  replacements,
and substitutions of each, as the case may be.

     1.12  Collateral  Documents  -- the  Mortgage,  the Pledge  Agreement,  the
Security  Agreement,  this  Agreement  (to the extent it  constitutes a security
agreement), and all other documents executed from time to time evidencing Bank's
security interest in the Collateral.

     1.13 Collected Underbillings -- 50% of the amounts (net of associated legal
costs)  received by Borrowers as described in Exhibit "G."

     1.14  Contractual  Obligation -- any provision of any security  issued by a
Person or of any agreement, instrument, or undertaking to which such Person is a
party or by which it or any of its property is bound.

     1.15  Current  Assets -- at any date  means the  amount at which all of the
current  assets  of a Person  (or  Persons  on a  consolidated  basis)  would be
properly  classified as current  assets shown on a balance sheet at such date in
accordance with GAAP,  except that amounts due from Affiliates and  Subsidiaries
and investments in Affiliates and Subsidiaries shall be excluded.

     1.16  Current  Liabilities  -- at any date means the amount of the  current
liabilities  of a Person (or  Persons  on a  consolidated  basis)  that would be
properly  classified as current  liabilities  on a balance sheet at such date in
accordance with GAAP.

     1.17  Debt -- the sum of (a)  indebtedness  for  borrowed  money or for the
deferred  purchase  price  of  property  or  services,   (b)  Capitalized  Lease
Obligations,  (c) the  aggregate  amount of  outstanding  and unpaid  Letters of
Credit  issued by Bank,  and (d) all other items which in  accordance  with GAAP
would be included in determining  total  liabilities as shown on a balance sheet
of a Person (or Persons on a consolidated basis) as at the date as of which Debt
is to be determined.

     1.18  Default  Rate -- the  highest  lawful  rate  of  interest  per  annum
specified  in any Note to apply  after a default  under such Note or, if no such
rate is  specified,  a rate  equal to the  lesser  of (a) two  percent  over the
interest  rate  specified to be the  applicable  contract  interest rate in this
Agreement or (b) the highest rate of interest allowed by law.

     1.19 Agency  Account -- has the  meaning  set forth in the  Account  Pledge
Agreement in the form  attached as Exhibit "H", to be executed by certain of the
Borrowers in favor of Bank as secured party.

     1.20  Documents  -- has the  meaning set forth in the  Security  Agreement.

     1.21  Environmental  Regulations  -- all  federal,  state,  and local laws,
rules,  regulations,  ordinances,  programs,  permits,  guidances,  orders,  and
consent  decrees  relating to the environment or to public health,  safety,  and
environmental matters, including the Resource Conversation and Recovery Act, the
Comprehensive Environmental Response Compensation and Liability Act of 1980, the
Toxic Substances  Control Act, the Clean Water Act, the Clean Air Act, the River
and Harbor Act, the Water Pollution Control Act, the Marine Protection  Research
and  Sanctuaries  Act, the Deep-Water Port Act, the Safe Drinking Water Act, the
Superfund  Amendments and Reauthorization Act of 1986, the Federal  Insecticide,
Fungicide  and  Rodenticide  Act, the Mineral Lands and Leasing Act, the Surface
Mining  Control and  Reclamation  Act, the Oil Pollution Act of 1990,  state and
federal super lien and environmental  cleanup programs and laws, U.S. Department
of Transportation regulations, laws regulating hazardous,  radioactive and toxic
materials and  underground  petroleum  products  storage tanks,  and all similar
state, federal, and local laws and regulations.

     1.22  Equipment  -- has the  meaning set forth in the  Security  Agreement.

     1.23 ERISA -- the Employee  Retirement  Income Security Act of 1974 and all
rules and regulations promulgated thereunder.

     1.24 ESOP -- the Employee Stock  Ownership Plan of Parent,  as evidenced by
the Employee Stock Ownership Trust Agreement dated December 29, 1989.

     1.25  ESOP  Loan  --  the  loan  in the  approximate  principal  amount  of
$2,400,000,  from Bank to the trustees of the Parent's  Employee Stock Ownership
Plan,  guaranteed by Borrowers,  which Bank acquired from Fleet Bank pursuant to
an Assignment dated December 8, 1995.

     1.26 Event of Default  -- any one of the  events  enumerated  in Article 10
("Events of Default").

     1.27 Fixed Charge  Coverage -- a fraction in which the numerator is the sum
of the net income of Borrowers (after provision for federal and state taxes) for
the 12-month period preceding the applicable date, plus the interest, lease, and
rental  expenses  of  Borrowers  for said  period,  plus the  unearned  employee
compensation  paid to the Parent's Employee Stock Ownership Plan Trust, plus the
sum of non-cash expenses or allowances for such period  (including  amortization
or write-down of intangible assets, depreciation,  depletion, and deferred taxes
and expenses) and the  denominator is the sum of the current portion of the long
term debt of Borrowers as of the applicable date, plus the interest,  lease, and
rental expenses for the 12-month period preceding the applicable date.

     1.28 GAAP -- generally accepted accounting  principles in the United States
of  America  as  defined  by the  Financial  Accounting  Standards  Board or its
successor, as in effect from time to time consistently applied.

     1.29  General  Intangibles  -- has the  meaning  set forth in the  Security
Agreement. -------------------

     1.30 Governmental Authority -- means any nation or government, any state or
other  political  subdivision  thereof  and  any  entity  exercising  executive,
legislative,  judicial,  regulatory or  administrative  functions  pertaining to
government.

     1.31 Guarantor -- Cumberland Holdings, Inc., a Florida corporation.

     1.32 Instrument -- has the meaning set forth in the Security Agreement.

     1.33 Inventory -- has the meaning set forth in the Security Agreement.

     1.34  Letters of Credit -- the  Letters of Credit  provided  for in Section
2.11 of this Agreement.

     1.35 Lien -- any  interest  in  property  (real,  personal,  or mixed,  and
tangible or intangible)  securing an obligation owed to, or a claim by, a Person
other than the owner of the  property,  whether  such  interest  is based on the
common law,  statute or contract,  and including a security  interest,  security
title or Lien arising from a security agreement,  mortgage,  deed of trust, deed
to secure debt,  encumbrance,  pledge,  conditional  sale or trust  receipt or a
lease,  consignment  or bailment  for security  purposes.  The term "Lien" shall
include  covenants,  conditions,  restrictions,  leases,  and other encumbrances
affecting any property.  For the purpose of this  Agreement,  Borrowers shall be
deemed to be the owners of any property which they have acquired or hold subject
to a conditional sale agreement or other arrangement  pursuant to which title to
the  Property  has been  retained by or vested in some other Person for security
purposes.

     1.36  Loan or Loans -- all  loans  from Bank to  Borrowers,  including  the
Revolving Loan and the Real Estate Loan.

     1.37 Loan  Account  -- the loan  account  established  on the books of Bank
pursuant to Section 2.4 ("Loan Account").

     1.38 Loan Documents -- this Agreement, and each and every mortgage, deed of
trust,  note,  security  agreement,  financing  statement  or  other  instrument
executed  and  delivered  to  evidence  the Loans,  the ESOP Loan,  or any other
Obligation,  to constitute collateral for the Loans, the ESOP Loan, or any other
Obligation,  and  any and  all  other  agreements,  instruments,  and  documents
heretofore,  now or  hereafter,  executed by Borrowers  and delivered to Bank in
respect to the transactions contemplated by this Agreement.

     1.39  Material  Adverse  Effect -- with  respect  to a Person,  a  material
adverse  effect on its  business,  assets,  properties,  prospects,  results  of
operation, or condition (financial or other).

     1.40  Mortgage -- the  mortgages  executed by Parent  granting Bank a first
lien on the Real Estate to secure repayment of the Real Estate Loan.

     1.41  Multiemployer  Plan -- has the meaning set forth in Section 400(a)(3)
of ERISA.

     1.42 Net Income -- Net income of  Borrowers  for the  relevant  period on a
consolidated basis as set forth in Parent's financial statements.

     1.43 Note(s) -- each promissory note executed and delivered by Borrowers to
Bank evidencing all or part of the Loans, as further described hereinafter.

     1.44 Notes  Receivable -- the following  promissory notes executed in favor
of Parent: (a) Subordinated Note dated March 25, 1993, in the approximate amount
of $1,600,000,  executed by TransCor Waste  Services,  Inc.; (b) Promissory Note
dated June 30, 1993, in the approximate principal amount of $3,588,000, executed
by Sunshadow Apartments, Ltd. and Summerbreeze Apartments,  Ltd.; (c) Promissory
Note dated May 1,  1993,  in the  approximate  principal  amount of  $1,204,000,
executed by Sunforest Apartments, Ltd.; and (d) Term Note dated October 1, 1992,
in the approximate initial principal amount of $4,291,049, executed by Guarantor
and all associated collateral, guarantees, and other contract rights.

     1.45 Obligations -- all Loans and all other advances,  debts,  liabilities,
obligations, covenants, and duties owing, arising, due or payable from Borrowers
or the ESOP to Bank of any kind or nature,  present  or  future,  whether or not
evidenced by any note, guaranty, or other instrument, whether arising under this
Agreement or any of the other Loan  Documents or  otherwise,  whether  direct or
indirect  (including  those  acquired by  assignment),  absolute or  contingent,
primary or  secondary,  due or to become due, now existing or hereafter  arising
and however evidenced or acquired.  The term includes,  without limitation,  all
interest, charges, expenses, fees, attorneys' fees and any other sums chargeable
to Borrowers under any of the Loan Documents and all rights Bank may at any time
or times  have to  reimbursement  in  connection  with any  Letter  of Credit or
guaranty issued for Borrowers' benefit.

     1.46 Parent -- Kimmins  Corp., a Delaware  corporation  and a party to this
Agreement.

     1.47  Permitted  Liens  -- any Lien of a kind  specified  as  permitted  in
Section 7.2 ("Liens and Security Interests").

     1.48  Person  --  an  individual,  partnership,  corporation,  joint  stock
company, firm, land trust, business trust, unincorporated organization,  limited
liability  company,  or other  business  entity,  or a  government  or agency or
political subdivision thereof.

     1.49 Plan -- an  employee  benefit  plan now or  hereafter  maintained  for
employees of Borrowers that is covered by Title IV ---- of ERISA.

     1.50 Pledge  Agreement -- the Second Amended and Restated  Pledge  Security
Agreement dated December 8, 1995, executed by Parent,  TransCor,  Recycling, and
Guarantor in favor of Bank as secured party.

     1.51 Prohibited  Transaction -- any transaction set forth in Section 406 of
ERISA or Section 4975 of the Internal  Revenue Code of 1986.

     1.52 Quarterly  Reductions -- permanent reductions in the Revolving Loan in
the amounts of $250,000 per calendar quarter,  beginning July 1, 1997, described
in Section 2.1.

     1.53 Real Estate -- the improved  real  property of Parent and described in
and encumbered by the Mortgage.

     1.54 Real  Estate  Loan -- has the  meaning set forth in Section 2.2 ("Real
Estate Loan").

     1.55  Registration  Rights Agreement -- the  Registration  Rights Agreement
dated April 30, 1993,  between  Fleet Bank and TransCor  Waste  Services,  Inc.,
providing for  registration of the shares of common stock of TransCor pledged by
Parent  to Bank as  collateral  for  the  Loans,  as  assigned  pursuant  to the
Assignment  of  Registration  Rights  Agreement  dated August 26,  1994,  and as
further amended pursuant to the First Amendment to Registration  Agreement dated
December 8, 1995.

     1.56 Reportable  Event -- any of the events set forth in Section 4043(b) of
ERISA.

     1.57 Requirement of Law -- as to any Person,  the articles of incorporation
and bylaws or other organizational or governing documents of the Person, and any
law, treaty, rule or regulation, or determination of an arbitrator or a court or
other  Governmental  Authority,  in each case  applicable  to or  binding on the
Person or any of its  property or to which the Person or any of its  property is
subject.

     1.58 Revolving Loan -- has the meaning set forth in Section 2.1 ("Revolving
Loan").

     1.59 Security Agreement -- the Second Amended and Restated General Security
Agreement  dated  December 8,' 1995,  executed by certain  Borrowers in favor of
Bank as secured party.

     1.60  Solvent -- as to any  Person,  means such  Person (a) owns  property,
real,  personal,  and mixed, whose aggregate fair saleable value is greater than
the amount required to pay all of such Person's Debt and Contingent Obligations,
and (b) is able to pay all of its Debt as such Debt matures, and (c) has capital
sufficient  to carry on its  business  and  transactions  and all  business  and
transactions in which it is about to engage.

     1.61 Subordinated  Debt -- the Debt of Borrowers owed to any Affiliate,  or
to any  other  Person  which  is  fully  subordinated  to the  Loans  (including
principal, interest, and agreed charges) in a manner satisfactory to Bank (which
may be either  according to its terms or by separate  agreement)  and which debt
arises from Borrowers' actual receipt of cash and not from "in-kind" or non-cash
consideration.

     1.62 Subsidiary -- any corporate  entity or partnership,  or other business
entity, the controlling  interest of which is owned by any Borrower.  Subsidiary
includes every Borrower except Parent.

     1.63 Subsidiary  Stock -- the issued and  outstanding  capital stock of (i)
each  Subsidiary  held by Parent  or a  Subsidiary,  including  all of the stock
listed  on  the  attached  Exhibit  "E,"  and  (ii)  all  $2,000,000  shares  of
outstanding  capital stock of Cumberland  Casualty and Surety  Company,  a Texas
corporation and a wholly-owned subsidiary of Guarantor.

     1.64  Tangible  Net Worth -- for any Person (or  Persons on a  consolidated
basis), the aggregate of the (a) par or stated value of all outstanding  capital
stock; (b) capital surplus; and (c) retained earnings,  less (t) any amounts due
from  Affiliates;  (u)  any  surplus  resulting  from  any  write-up  of  assets
subsequent  to the  date of  this  Agreement;  (v)  deferred  assets  (including
deferred  development costs) other than prepaid insurance and prepaid taxes; (w)
goodwill  or other  amounts  representing  the excess of the  purchase  price of
assets or stock over the value assigned to them on the books of such Person; (x)
the book value of any patents, trademarks,  trade names, copyrights,  noncompete
agreements, franchises,  experimental expenses, and other intangible assets; (y)
the amount paid for any treasury  stock  reflected as a reduction of the capital
surplus or retained earnings  accounts,  and (z) any other amounts classified as
intangible  assets under GAAP. For purposes of  calculating  Tangible Net Worth,
cumulative unearned employee compensation from Parent's Employee Stock Ownership
Plan Trust may be eliminated as a reduction of shareholders' equity.

     1.65  Certain  Other  Words -- All  accounting  terms used  herein have the
respective  meanings  attributed  to them  under,  and  shall  be  construed  in
accordance with, GAAP. The terms "herein,"  "hereof," and "hereunder," and other
words of  similar  import  refer  to this  Agreement  as a whole  and not to any
particular section, paragraph or subdivision.  Any pronouns used shall be deemed
to cover all genders.  As used in this  Agreement,  (a) the word  "including" is
always without limitation; (b) words in the singular number include words of the
plural number and vice versa;  (c) the word "costs"  includes all  out-of-pocket
expenses,   fees,  costs,  and  expenses  of  experts  and  collection   agents,
supersedeas  bonds,  and all  attorneys'  fees,  costs,  and  expenses,  whether
incurred before, during, or after demand or litigation,  and whether pursuant to
trial, appellate,  arbitration,  bankruptcy, or judgment-execution  proceedings;
and (d) the word  "property"  includes  both tangible and  intangible  property,
unless the context  otherwise  requires.  All references to statutes and related
regulations shall include any amendments of same and any successor  statutes and
regulations.  All  references  to  any  instruments  or  agreements,   including
references to any of the Loan Documents, shall include any and all modifications
or amendments thereto and any and all extensions or renewals thereof.  All other
terms  contained in this Agreement  shall,  unless  otherwise  defined herein or
unless the context  otherwise  indicates,  have the meanings provided for by the
Uniform Commercial Code of the State of Florida.

     1.66 Directly and  Indirectly.  When any provision of this Agreement or any
Loan  Document  requires  or  prohibits  action  to be  taken by a  Person,  the
provision  applies  regardless  of  whether  the  action  is taken  directly  or
indirectly by the Person.

2.   The Loans.

     2.1 Revolving Loans.

         (a) Subject to the terms and conditions of this Agreement and provided
no Event of Default  exists,  Bank  agrees to loan to  Borrowers  on a revolving
credit basis for working capital and Letter of Credit financing,  when requested
by Parent or TransCor Waste Services, Inc., Revolving Loans in principal amounts
aggregating up to $8,000,000 (but subject to reduction for Quarterly Reductions,
the  Collected  Underbillings,  the Real Estate Loan,  and the  outstanding  and
unpaid Letters of Credit as set forth in subsection (c) below).

          (b) The  Borrowers  shall  execute and deliver to Bank one  promissory
note (the  "Revolving  Note") in the aggregate face amount of the Revolving Loan
payable to the order of Bank, evidencing Borrowers' joint and several obligation
to repay  the  Revolving  Loan.  The  principal  amount of the  Revolving  Loans
outstanding  from time to time under this  Agreement  shall bear  interest  at a
floating  annual  rate  equal to the Base Rate  plus  one-half  (1/2%)  percent.
Borrowers  shall  pay  interest  to Bank on the  amount  of the  Revolving  Loan
outstanding  monthly in arrears  on the first day of each month  beginning  with
February 1, 1998, and continuing on the same day of each month  thereafter until
the unpaid principal  balance of the Revolving Loan has been  paid-in-full.  The
applicable interest rate on the Revolving Loan shall change as and when the Base
Rate changes from time to time.  The Base Rate on the date of this  Agreement is
8.5 percent.

          (c)  The  aggregate  amount  of  Bank's  outstanding  obligations  for
outstanding and unpaid Letters of Credit issued for the account of all Borrowers
will be limited to  $2,600,000.  The total  availability  of advances  under the
Revolving  Loan will be reduced by the  following:  (i) the aggregate  amount of
outstanding and unpaid Letters of Credit; (ii) the outstanding and unpaid amount
of the Real Estate Loan; (iii) the Collected  Underbillings;  (iv) to the extent
that the Collected  Underbillings  are less than  $2,000,000  from July 1, 1997,
through December 31, 1997, the difference  between  $2,000,000 and the amount of
Collected Underbillings through December 31, 1997; and (v) Quarterly Reductions.

          (d) Borrowers shall repay on July 31, 1999, all outstanding  principal
and accrued interest with respect to the Revolving Loan not previously paid.

     2.2 Real Estate Loan.

          (a) Subject to the terms and conditions of this Agreement and provided
no Event of Default  exists,  Bank has agreed to loan to Borrowers a Real Estate
Loan of $2,000,000.

          (b) The Borrowers  have executed and delivered to Bank one  promissory
note (the "Real Estate Note") in the face amount of the Real Estate Loan payable
to the order of Bank,  evidencing  Borrowers'  joint and several  obligation  to
repay the Real Estate Loan. The outstanding  principal amount of the Real Estate
Loan shall bear interest at Base Rate plus three quarters percent (3/4%).

     2.3 Terms Governing All Loans.

          (a) Each  borrowing  under a Loan shall be effected by  crediting  the
amount thereof to the regular  checking  account of a Borrower  maintained  with
Bank or with another bank approved by Bank.

          (b) Any  payments  not made as and when due with  respect  to any Loan
(whether at stated maturity, by acceleration,  or otherwise) shall bear interest
at the Default Rate from the date until paid, payable on demand.

          (c) If the  outstanding  principal  amount  of the  Loans  at any time
exceeds the respective  maximum principal amounts specified for them,  Borrowers
shall immediately pay Bank such excess as a reduction of the principal amount of
the Loan. Borrowers may request and Bank may be willing in its sole and absolute
discretion to make advances in excess of such maximum  principal  amounts.  Bank
shall enter any such advances as debits in the Loan  Account.  All such advances
in excess of the  maximum  principal  amount  shall be payable  on demand,  bear
interest as provided in this  Agreement for Revolving  Loans  generally,  and be
secured  by the  Collateral,  excluding  the Real  Estate,  unless  the  parties
otherwise agree in writing.

          (d) Interest shall be calculated based on a 360-day year.

     2.4 Loan  Accounts.  Amounts due under the Revolving  Note,  under the Real
Estate Note,  and under this  Agreement  and the other Loan  Documents  shall be
reflected in the Loan Account. Bank shall enter disbursements hereunder or under
a Note as debits to the Loan  Account and shall also record in the Loan  Account
all payments made by Borrowers and all proceeds of Collateral  which are finally
paid to Bank, and may record therein,  in accordance  with customary  accounting
practice, all charges and expenses properly chargeable to Borrowers hereunder.

     2.5 Prepayment. Subject to the provisions hereof (including the termination
fee in Section 2.7), Borrowers shall have the right at any time and from time to
time to prepay any Loan,  in whole or in part,  without  premium or penalty  but
with accrued  interest to the date of such  prepayment  on the amounts  prepaid.
Such prepayments shall be made to Bank in immediately available funds and, shall
be applied to the last of the  installment(s)  to  mature.  Any such  prepayment
shall not affect or vary the obligation of Borrowers to pay any installment when
due.

     2.6 Use of  Proceeds.  Borrowers  shall  use  the  proceeds  of and  credit
availability  under the Revolving Loan to provide working capital support and to
facilitate  issuance  of  Letters  of  Credit  of up to  $2,600,000  for bid and
performance bonds and for workers' compensation and casualty insurance programs,
or other  corporate  purposes  approved by Bank.  Borrowers  shall have used the
proceeds of the Real Estate Loan to refinance a real estate  mortgage  loan with
NationsBank  of Florida,  an equipment  line of credit with Fleet Bank,  and any
other credit obligations for which Borrowers submit a refinancing request before
closing that is accepted by Bank.  Borrowers shall not use proceeds of the Loans
for any other  purposes.  The use of  proceeds  as  approved  by Bank is further
described in Exhibit "F" to this Agreement.

     2.7 Term.  This Agreement shall remain in force and effect until all Loans,
and any renewals or extensions,  and all interest thereon and costs provided for
herein with regard to either of them have been indefeasibly paid or satisfied in
full and until Bank has no further  obligation  to  advance  funds to  Borrowers
hereunder.  Borrowers may terminate  the Revolving  Loan credit  facility at any
time before the  scheduled  maturity date by paying all  outstanding  principal,
interest   and   costs.   The   indemnities   provided   for   in   Article   11
("Indemnification") shall survive the payment in full of all Loans and the Other
Obligations and the termination of this Agreement.

     2.8 Payments.  All sums paid to Bank by Borrowers  hereunder  shall be paid
directly  to Bank  in  immediately  available  funds.  Bank  shall  send  Parent
statements of all amounts due hereunder,  which  statements  shall be considered
correct and conclusively binding on Borrowers unless Parent notifies Bank to the
contrary  within twenty (20) days of its receipt of any statement which it deems
to be incorrect. Bank may, in its sole discretion (a) charge against any deposit
account of any  Borrower  all or any part of any amount  due  hereunder  and (b)
advance to Borrowers,  and charge to the respective  Loan, a sum sufficient each
month to pay all interest accrued on the respective Loan and fees due under this
Agreement  during or for the  immediately  preceding  month.  Borrowers shall be
deemed  to have  requested  an  advance  under  the  Revolving  Loan,  upon  the
occurrence of an overdraft in any of  Borrowers'  checking  accounts  maintained
with Bank or another bank owned by SouthTrust Corporation.

     2.9 Fees.  Borrowers  shall pay to Bank  annually in advance on the date of
this  Agreement and on each  anniversary  of it a commitment  fee of one-quarter
percent (1/4%) per annum of the maximum  committed  amount of the Revolving Loan
credit  facility  (whether or not  outstanding).  For the partial year preceding
maturity  of the  Revolving  Loan,  Borrowers  shall pay a pro rata share of the
commitment  fee. In addition,  Borrowers have paid to Bank an origination fee of
one-half  percent  (1/2%) on the Term Loan provided for in the First Amended and
Restated Loan Agreement dated December 8, 1995, and the Real Estate Loan.

     2.10 Limitation on Interest  Charges.  Bank and Borrowers  intend to comply
strictly with applicable law regulating the maximum  allowable rate or amount of
interest that Bank may charge and collect on the Loans to Borrowers  pursuant to
this Agreement. Accordingly, and notwithstanding anything in the Note or in this
Agreement to the contrary,  the maximum,  aggregate amount of interest and other
charges constituting interest under applicable law that are payable, chargeable,
or  receivable  under the Note and this  Agreement  shall not exceed the maximum
amount of  interest  now  allowed by  applicable  law or any  greater  amount of
interest  allowed because of a future  amendment to existing law.  Borrowers are
not liable for any  interest in excess of the  maximum  lawful  amount,  and any
excess  interest  charged or collected by Bank will  constitute  an  inadvertent
mistake and, if charged but not paid,  will be cancelled  automatically,  or, if
paid, will be either  refunded to Borrowers or credited  against the outstanding
principal balance of the Note, at the election of Borrowers.

     2.11 Letters of Credit.

          (a)  Standby  Letter of  Credit  Financing.  Subject  to the terms and
conditions of this  Agreement,  Bank agrees to issue,  extend,  or renew standby
Letters of Credit for the account of Borrowers  through  December 31, 1998.  The
aggregate  amount  available  for  standby  Letter of Credit  financing  will be
subject to limitations set forth in Section 2.1 ("Revolving Loan").

          (b)  Payment.  All  payments  made by Bank under the Letters of Credit
(whether  or not a  Borrower  is the  account  party or  drawer)  and all  fees,
commissions,  discounts  and  other  amounts  owed  or to be  owed  to  Bank  in
connection therewith (unless otherwise paid or reimbursed to Bank by Borrowers),
shall be deemed to be advances under the Revolving Note, and shall be repaid and
bear interest in accordance with its terms and the terms of this  Agreement.  On
the earlier of December 31, 1998,  or the  termination  or maturity  date of the
Revolving  Loan (whether at stated  maturity,  by  acceleration,  or otherwise),
Borrowers  shall, on demand,  deliver to Bank good funds equal to 100% of Bank's
maximum  liability under all outstanding  Letters of Credit,  to be held as cash
collateral for Borrowers' reimbursement obligations and all other Obligations.

          (c)  Collateralization  of Letters of Credit.  Borrower  shall deposit
into and maintain in a money market account established at SouthTrust Securities
and pledged to Bank (and no other creditor) as security for Bank's extensions or
renewals on Borrowers'  account pursuant to the Letters of Credit amounts in the
form of cash equal to $130,000 per month, beginning July 1, 1997, and continuing
until  December  31, 1998 or until all  outstanding  Letters of Credit are fully
collateralized.  If, at any time, the Bank further issues or extends  Letters of
Credit for the account of Borrowers,  which further  issuances or extensions are
not fully collateralized, Borrower will be obligated to begin making the monthly
cash deposits of $130,000 per month,  in the same manner and subject to the same
conditions.

          (d) Account Pledge  Agreement.  Borrowers shall execute and deliver to
Bank  by  January  31,  1998,  as a  condition  precedent  to  Bank's  issuance,
extension, or renewal for the account of Borrowers pursuant to Letters of Credit
following  January 31, 1998, an Account Pledge Agreement in the form attached as
Exhibit "G."

          (e) Applications and Supplemental Forms.  Borrowers shall complete and
sign such  applications  and  supplemental  agreements  and  provide  such other
documentation  as Bank may  require.  The form and  substance  of all Letters of
Credit shall be subject to Bank's approval. Among other requirements,  the tenor
of any Letter of Credit will not extend beyond one year.

          (f)  Commissions  and Fees.  Borrowers  shall pay as a  commission  in
connection  with the issuance of Letters of Credit an amount  negotiated  by the
parties  when the Letter of Credit is issued,  of not less than one percent (1%)
of the  aggregate  amount  available to be drawn under the Letter of Credit.  In
addition to these fees,  Borrowers  shall pay or reimburse  bank for such normal
and  customary  costs and  expenses  that are  incurred  or  charged  by Bank in
issuing,  effecting  payment,  or administering any Letter of Credit (including,
without limitation,  amendment fees, corresponding bank fees, re-issuance costs,
and cancellation fees).

          (g) Requirement of Law. If any Requirement of Law or any change in the
interpretation or application thereof by any Governmental Authority charged with
the  administration  thereof  shall  either (i) impose,  modify,  assess or deem
applicable  any reserve,  special  deposit,  assessment  or similar  requirement
against  Letters  of  Credit  issued  by Bank of (ii)  impose  on Bank any other
condition  regarding any Letter of Credit,  and the result of any event referred
to in clauses (i) or (ii) above shall be to increase the cost to bank of issuing
or maintaining such Letter of Credit, or its participation  therein, as the case
may be  (which  increase  in cost  shall  be the  result  of  Bank's  reasonable
allocation of the aggregate of such cost increases  resulting from such events),
then, upon demand by Bank,  Borrowers shall immediately pay to Bank from time to
time as  specified  by Bank  additional  amounts  which shall be  sufficient  to
compensate  Bank for such  increased  cost,  together with interest on each such
amount from the date demanded  until payment in full thereof at the Base Rate. A
certificate as to the fact and amount of such increased cost incurred by Bank as
a result of any event mentioned in clauses (i) or (ii) above,  submitted by Bank
to Borrowers, shall be conclusive, absent manifest error.

          (h) Nature of Obligations.  To induce Bank to issue Letters of Credit,
Borrowers  agree  that  neither  Bank nor its agents or  correspondents  will be
liable or responsible for, and Borrowers'  unconditional obligation to reimburse
Bank for the  obligations  shall not be affected by, any event or  circumstance,
including:  (i) the validity,  enforceability,  genuineness  or  sufficiency  of
documents or of any endorsement  thereon  existing in connection with any Letter
of Credit, even if such documents should in fact prove in any or all respects to
be invalid, unenforceable,  insufficient,  fraudulent or forged; (ii) any breach
of contract or other dispute between Borrower and any beneficiary of a Letter of
Credit  or  holder  of a draft  accepted  by Bank;  (iii)  payment  by Bank upon
presentation of a draft or documents which do not comply in any respect with the
terms  of such  Letter  of  Credit  or  draft;  (iv)  loss of or  damage  to any
collateral; (v) the invalidity or insufficiency of any endorsements;  (vi) delay
in giving or  failure  to give  notice of  arrival  or any other  notice;  (vii)
failure of any  instrument  to bear any  reference or adequate  reference to the
Letter  of  Credit or draft or to  documents  to  accompany  any  instrument  at
negotiation;  (viii)  failure of any person to note the amount of any payment on
the reverse of the Letter of Credit or to  surrender to or take up the Letter of
Credit or draft or to forward  documents in the manner required by the Letter of
Credit or draft;  or (ix) any other  matter  whatsoever,  except that  Borrowers
shall have a claim  against Bank and Bank shall be liable to  Borrowers,  to the
extent,  but only to the  extent,  of any direct,  as opposed to  consequential,
damages  suffered  by  Borrower  that  Borrowers  prove was  caused by the gross
negligence or willful misconduct of Bank or its agent.  Borrowers agree that any
action  taken  or  permitted  to be  taken  by Bank  or its  agent  under  or in
connection with any Letter of Credit,  including related drafts,  documents,  or
property, unless constituting gross negligence or willful misconduct on the part
of Bank or its agent,  shall be binding  on  Borrowers  and shall not create any
resulting  liability to  Borrowers  on the part of Bank or its agent.  Borrowers
will  immediately  examine a copy of the  Letter of Credit  (and any  amendments
thereof)  or  draft  sent  to it by  Bank  or  its  agent,  and  Borrowers  will
immediately notify Bank in writing of any claim or irregularity.

     In furtherance  and extension and not in limitation of the  foregoing,  (i)
any  action  taken  or  omitted  by  Bank  or by any of  its  correspondents  in
connection with any of the Letters of Credit, if taken or omitted in good faith,
shall be binding upon Borrowers and not cause the Bank or its  correspondents to
incur liability to Borrowers,  and (ii) Bank may accept documents that appear on
their face to be in order,  without  further  investigation,  regardless  of any
notice or information to the contrary.

          (i) Any Letter of Credit  issued  hereunder  shall be  governed by the
Uniform Customs of Practice for Documentary  Credits (1994 Rev.),  International
Chamber of Commerce Publication No. 500, as revised from time to time, except as
otherwise provided in this Agreement or in any other Loan Document.

3.   Conditions of Lending.

     3.1  Conditions  Precedent  to Initial  Advance.  In  addition to any other
requirements set forth in this Agreement,  the Bank's  obligation to make any of
the Loans is contingent on the satisfaction of the following conditions:

          (a) Corporate Proceedings. All proper corporate proceedings shall have
been  taken by  Borrowers  to  authorize  this  Agreement  and the  transactions
contemplated hereby.

          (b) Documentation.  All instruments and proceedings in connection with
the  transactions  contemplated  by this Agreement shall be satisfactory in form
and  substance  to  Bank,  and  Bank  shall  have  received  on the date of this
Agreement copies of all documents  including  records of corporate  proceedings,
which it may have requested in connection therewith,  including certified copies
of resolutions  adopted by the Board of Directors of Borrowers,  certificates of
good  standing,  and certified  copies of the  Certificate of  Incorporation  or
Articles of Incorporation and Bylaws, and all amendments thereto, of Borrowers.

          (c) Loan  Documents.  Bank shall have received  executed copies of all
instruments  evidencing  security  for the  Loans and  copies  of the  insurance
polices and  related  certificates  of  insurance  referred  to in Sections  6.1
("Insurance") and 9.5 ("Insurance").

          (d) No Default.  No event shall have occurred or be  continuing  which
constitutes  an Event of Default or which would  constitute  an Event of Default
with the giving of notice or the lapse of time or both.

          (e) Security Documentation.  The collateral  documentation  evidencing
Bank's liens on the  Collateral,  including the Security  Agreement,  the Pledge
Agreement, and the Registration Rights Agreement shall have been amended to make
Bank  the  sole  secured  party,  and  otherwise  to be in  form  and  substance
satisfactory to the parties.

          (f) Perfection of Liens.  UCC-1 financing  statements  shall have been
amended to name Bank as sole secured party, and, if applicable,  certificates of
title  covering  the  Collateral  executed  by  Borrowers  shall  have been duly
recorded or filed (endorsed and delivered to Bank in the case of certificates of
title) in the manner and places required by law to establish, preserve, protect,
perform  the  interests  and rights  created or  intended  to be created by this
Agreement  and any other  security  agreement.  Bank  shall  have  received  the
original Notes  Receivable,  endorsed in favor of Bank. Bank shall have received
certificates evidencing the Subsidiary Stock, together with blank stock transfer
powers assigning the Subsidiary Stock to Bank.

          (g) Reports. Bank shall have received all reports and information from
Borrowers called for under the Agreement a and when due.

          (h)  Incumbency  Certificate.  Bank shall have  received an incumbency
certificate,  dated as of the date of this Agreement,  executed by the Secretary
or Assistant Secretary of Borrowers,  which shall identify by name and title and
bear the  signature  of the officer of such  Borrowers  authorized  to sign this
Agreement and the Notes on behalf of  Borrowers.  Bank shall be entitled to rely
upon such  incumbency  certificate in completing the  transactions  contemplated
herein or in any Loan Document.

          (i) No  Adverse  Change.  There  shall have been no  material  adverse
change in the  condition,  financial or otherwise,  of any  Borrower,  from such
condition as it existed on the date of the most recent  financial  statements of
such Person delivered prior to the date of this Agreement.

          (j) Fees and  Expenses.  Bank has received all amounts  required to be
paid by Borrowers or another Person pursuant to the commitment  letter delivered
by Bank to Borrowers in connection with the Loan.

          (k)  Additional  Documents.  Bank shall have received such  additional
legal opinions, certificates,  proceedings,  instruments, and other documents as
Bank or its  counsel  may  reasonably  request to  evidence  (a)  compliance  by
Borrowers with legal requirements, (b) the truth and accuracy, as of the date of
this Agreement,  of the  representations of Borrowers  contained herein, and (c)
the due  performance  or  satisfaction  by  Borrowers,  at or  prior to the date
hereof, of all agreements  required to be performed and all conditions  required
to be satisfied by Borrowers pursuant hereto.

     3.2  Conditions  Precedent to Each Advance.  The following  conditions,  in
addition  to any  other  requirements  set  forth  in  this  Agreement,  must be
satisfied or performed before each advance under the Revolving Loan:

          (a) Supplementary  Corporate Proceedings.  Any supplementary corporate
proceedings necessary to authorize the transaction have been taken by Borrowers.

          (b) Accuracy of  Representations.  All  representations and warranties
made by Borrowers in this  Agreement or otherwise in writing in connection  with
this Agreement are true and correct as if made on and as of the proposed date of
the advance of Loan  proceeds,  and to the extent  requested by Bank,  Borrowers
have so certified in writing.

          (c) No Default.  No Event of Default has occurred  and is  continuing,
and to the extent requested by Bank, Borrowers have so certified in writing.

          (d)  Further   Assurances.   Borrowers  have  delivered  such  further
documentation or assurances that Bank reasonably requires.

          (e) Borrowing Request. To the extent required by Bank,  Borrowers have
delivered to Bank a written borrowing request.

4. Security for Loan.

     4.1 Security.  The Revolving Loan, the Real Estate Loan and each Note shall
be secured by each of the following:

          (a)  A  first-priority   security  interest  in  Borrowers'  Accounts,
Equipment,   Instruments,   Documents,   Chattel  Paper,   General  Intangibles,
Inventory, the Subsidiary Stock, and the Notes Receivable,  and other properties
and interests as provided for in the Collateral Documents.

     The Real Estate Loan shall be further secured by a first-priority  mortgage
lien on the Real Estate pursuant to the Mortgage.

     Borrowers agree to execute and deliver, or cause the execution and delivery
of,  such  security  agreements,   deeds  of  trust,   mortgages,   assignments,
guaranties,  consents, subordination agreements, and financing statements as may
be required by Bank to evidence such security, all in form satisfactory to Bank,
as well as such consents and agreements of the landlords of each of the premises
leased by Borrowers on which the Collateral is located, all in form satisfactory
to Bank.

5.   Representations, Warranties, and General Covenants.

     Borrowers  jointly and severally  represent,  warrant,  and covenant to and
with Bank, which representations,  warranties, and covenants shall survive until
the Obligations are indefeasibly satisfied in full, that:

     5.1  Organization  and  Qualification.  Each Borrower is a corporation duly
organized,  validly existing and in good standing under the laws of its state of
incorporation, has the corporate power to own its properties and to carry on its
business as now being conducted;  and is duly qualified to do business and is in
good standing in every  jurisdiction  in which the  character of the  properties
owned by it or in which the  transaction of its business makes it  qualification
necessary.

     5.2 Corporate Power and  Authorization;  Compliance with Law. Each Borrower
has full power and authority to enter into this Agreement,  to borrow hereunder,
to execute and deliver the Notes and the other Loan Documents,  and to incur the
obligations provided for herein, all of which have been authorized by all proper
and necessary  corporate action. Each Borrower further (a) is in compliance with
all  Requirements  of Law  applicable to it and 9b)  possesses all  governmental
franchises,  licenses, and permits that are necessary to own or lease its assets
and to carry on its business as now conducted.

     5.3  Enforceability;  No Legal Bar. This Agreement has been, and each other
Loan  Document to which it is a party will be, duly  executed  and  delivered to
Bank on behalf  of each  Borrower.  This  Agreement  and each of the other  Loan
Documents  constitute,  and each  Note when  executed  and  delivered  for value
received  will  constitute,  a valid  and  legally  binding  obligation  of each
Borrower  enforceable in accordance with their respective  terms. The execution,
delivery,  and  performance  by Borrowers of this  Agreement  and the other Loan
Documents to which it is a party,  each Borrower's  borrowings  pursuant to this
Agreement, and use of the loan proceeds, will not violate any Requirement of Law
applicable to Borrowers or constitute a breach or violation of, a default under,
or require any consent under (except for consents that have been obtained),  any
of its Contractual Obligations, and will not result in a breach or violation of,
or require the creation or  imposition  of any Lien on any of its  properties or
revenues pursuant to, any Requirement of Law or Contractual Obligation.

     5.4 Pending  Actions.  Except as  disclosed  in Schedule  5.4, no action or
investigation  is pending or, so far as Borrowers'  officers and directors know,
threatened, before or by any court or administrative agency against any Borrower
or against any of its businesses, properties or revenues (a) with respect to any
of the Loan Documents or any of the  transactions  contemplated  by them, or (b)
which might result in any Material Adverse Effect on any Borrower.

     5.5 Financial Statements.  The financial statements of Borrowers dated June
30, 1997  (unaudited)  (the  "Financial  Statement  Date"),  December  31, 1996,
December 31, 1995, and December 31, 1994,  heretofore delivered to Bank, and all
other  financial  statements and reports  furnished by each Borrower to Bank are
complete and correct and fairly present the financial  condition of the Borrower
and the results of its operations and  transactions  as of the dates and for the
periods  referred to and have been prepared in accordance with GAAP applied on a
consistent  basis  throughout the periods  involved.  There are no  liabilities,
direct or indirect, fixed or contingent,  of any Borrower as of the date of such
financial  statements  which are not reflected  therein or in the notes thereto.
Neither said financial statements nor any other financial  statements,  reports,
and  information  furnished by Borrowers to Bank,  when  considered with the SEC
filings referenced in Section 5.7 ("SEC Filings"), contains any untrue statement
of a material  fact or omits a material  fact  necessary to make the  statements
contained  therein or herein not  misleading.  There is no fact which  Borrowers
have failed to disclose to Bank in writing which  materially  affects  adversely
or, so far as Borrowers can now foresee,  will materially  affect  adversely the
Collateral,  business, prospects, profits, or condition (financial or otherwise)
of any Borrower or the ability of any Borrower to perform this Agreement.

     5.6 No Change.  Since the Financial  Statement Date there has not been: (a)
any material adverse change in the assets,  liabilities,  business, or condition
(financial  or other) of any Borrower,  (b) any loss,  damage,  or  destruction,
whether or not covered by  insurance,  that  materially  adversely  affected the
assets or property of any Borrower;  (c) any distribution by any Borrower to its
shareholders in cash,  securities,  or other property;  (d) any change in any of
Borrowers'  accounting  methods,  practices,  or principles or depreciation  and
amortization  rates or  policies,  except as required by law or to conform  with
GAAP;  or (e) except in the usual and ordinary  course of  business,  any of the
following: (i) any breach, execution, extension, modification, or termination by
any Borrower of any Contractual Obligation; (ii) any disposition by any Borrower
of, or the imposition of a Lien on, any asset of the Borrower, except for a Lien
permitted under Section 5.8 ("Title to Properties"); (iii) any cancellation of a
debt owed to, or a claim held by, any Borrower, or (iv) any Event of Default. No
Contractual  Obligation  of any Borrower and no  Requirement  of Law  materially
adversely  affects,  or to the extent that the Borrower can  reasonably  foresee
might so affect, the business, operations,  property, or condition (financial or
other) of any Borrower.

     5.7 SEC Filings.  Each of Parent,  Guarantor and TransCor  Waste  Services,
Inc.  previously  has furnished or made  available to Bank accurate and complete
copies of its  forms,  reports,  and  documents  filed with the  Securities  and
Exchange  Commission ("SEC") since January 1, 1993 (the "SEC Documents"),  which
include all reports,  schedules,  proxy statements,  and registration statements
filed or  required by it to be filed with the SEC since  January 1, 1993.  As of
their  respective  dates, the SEC Documents did not contain any untrue statement
of a material  fact or omit to state a material  fact  required  to be stated in
those  documents or  necessary to make the  statements  in those  documents  not
misleading, in light of the circumstances in which they were made.

     5.8 Title to Properties. Each Borrower has good and marketable title to all
of its assets  (including the Collateral),  subject to no Lien,  except inchoate
Liens  arising by  operation  of law for  obligations  which are not yet due and
except for the Liens and  security  interests  described  on Exhibit "C" to this
Agreement.  Except for the  security  interests  granted  herein or reflected on
Exhibit  "C" to  this  Agreement,  Borrowers  will  be  the  sole  owner  of the
Collateral  to be acquired  after the date  hereof free from any adverse  Liens,
security interests or other encumbrances.  Borrowers shall defend the Collateral
against  all claims and  demands of all other  parties who at any time claim any
interest in the Collateral. Borrowers enjoy peaceable and undisturbed possession
under all leases under which they are operating, and none of such leases contain
any  provisions  which  may  materially  and  adversely  affect  or  impair  the
operations of Borrowers,  and all of such leases are valid and subsisting and in
full force and effect.

     5.9 Pension Plans.  Except as set forth on Schedule 5.9, Borrowers have not
established  and are not parties to any Plan or to any stock  option or deferred
compensation plan or contract for the benefit of its employees or officers,  any
pension,  profit sharing or retirement plan, stock redemption agreement,  or any
other  agreement or  arrangement  with any officer,  director,  or  stockholder,
members  of their  families,  or trusts  for  their  benefit.  Borrowers  are in
compliance with all applicable provisions of ERISA. Neither any Borrower nor any
Subsidiary of a Borrower has received any notice to the effect that it is not in
full  compliance  with  any of the  requirements  of ERISA  and the  regulations
promulgated  thereunder.  No fact or  situation  that could result in a material
adverse change in the financial  condition of any Borrower,  including,  but not
limited to, any Reportable Event or Prohibited Transaction, exists in connection
with any Plan.  Neither any  Borrower nor any  Subsidiary  of a Borrower has any
withdrawal liability in connection with a Multiemployer Plan.

     5.10 Taxes. Borrowers have filed all federal,  state, and local tax returns
which are required to be filed and has paid, or made adequate  provision for the
payment of, all taxes which have or may become due  pursuant to said  returns or
to assessments received by Borrowers.  No Contractual Obligation of any Borrower
and no Requirement of Law materially  adversely  affects,  or to the extent that
any Borrower can reasonably foresee might so affect,  the business,  operations,
property, or condition (financial or other) of any Borrower. Borrowers have paid
all  withholding,  FICA and other payments  required by federal,  state or local
governments with respect to any wages paid to employees.

     5.11 Collateral. The security interests granted to Bank herein and pursuant
to any other security agreement (a) constitute and, as to subsequently  acquired
property  included in the  Collateral  covered by the security  agreement,  will
constitute,  a security  interest  under the Code entitled to all of the rights,
benefits  and  priorities  provided  by the  Code  and(b)  are,  and as to  such
subsequently acquired Collateral will be, fully perfected, superior and prior to
the rights of all third parties, now existing or hereafter arising, subject only
to Liens permitted  pursuant to Section 5.8 ("Title to Properties").  All of the
Collateral is intended for use solely in Borrowers' business.

     5.12 Labor Law Matters.  No goods or services have been or will be produced
by Borrowers in violation of any  applicable  labor laws or  regulations  or any
collective bargaining agreement or other labor agreements or in violation of any
minimum wage, wage-and-hour, or other similar laws or regulations. No collective
bargaining  agreement  concerning any of Borrowers' employees exists or is being
negotiated.

     5.13 Judgment Liens.  Neither Borrowers nor any of their assets are subject
to more than  $50,000  in the  aggregate  of unpaid  judgments  (whether  or not
stayed) or judgment liens in any jurisdiction.

     5.14 Place of Business.  Each Borrower's  chief executive office is located
at 1502 Second Avenue, Tampa, Florida 33605; and it has not changed the location
of its chief  executive  office from a location in a different  state within the
last five (5)  years;  provided,  however,  that the chief  executive  office of
Kimmins  Associates,  Inc. is and has been, since Kimmins Associates was formed,
located at 256 Third Street, Niagara Falls, New York 14303. Borrowers' places of
business are set forth on the attached  Exhibit "D." Except as indicated on said
exhibit,  the real estate constituting each said location is owned by Borrowers.
With respect to locations  not owned by  Borrowers,  said exhibit sets forth the
name and  address  of each  landlord,  the  location  of the  property,  and the
remaining term of the lease.  Borrowers have  separately  furnished to Bank true
and correct copies of the lease agreements for each said parcel.

     5.15 Full  Disclosure.  All  information  furnished  by  Borrowers  to Bank
concerning Borrowers,  their financial condition,  the Collateral,  or otherwise
for the purpose of obtaining  credit or an extension of credit is, or will be at
the time the same is  furnished,  accurate and correct in all material  respects
and complete  insofar as  completeness  may be necessary to give Bank a true and
accurate  knowledge of the subject matter.  The books of account,  minute books,
and stock  record  books of  Borrowers  are  complete  and correct and have been
maintained in accordance  with good business  practices,  and there have been no
transactions adversely affecting the business of Borrowers that should have been
set forth therein and have not been so set forth.

     5.16 Borrowers' Name. Except as set forth in Schedule 5.16,  Borrowers have
not changed  their  names or been known by any other names  within the last five
(5) years (except for TransCor Waste Services,  Inc., which has changed its name
during  the  past  five  years,  but  always  from a name  that  commenced  with
"TransCor" and except for Kimmins Environmental Service Corp., which has changed
its name to Kimmins  Corp.),  nor have they been the surviving  corporation in a
merger effected within the last five (5) years.

     5.17 Existing Debt. Except as set forth on Schedule 5.17(a),  Borrowers are
not in default with respect to any of their existing Debt or with respect to any
Contractual  Obligation to which  Borrowers  are a party,  (b) Borrowers are not
subject to any federal,  state or local tax Liens,  nor has such Person received
any notice of deficiency or other official notice to pay any taxes, and (c) each
Borrower has paid all sales and excise taxes payable by it.

     5.18  Insolvency.  Each  Borrower is now and,  after  giving  effect to the
transactions contemplated hereby, at all times will be, Solvent.

     5.19 Intellectual  Property.  Each Borrower owns or is licensed to use, all
trademarks,  trade  names,  copyrights,   technology,  know-how,  and  processes
necessary  for  the  conduct  of  its  business  as  currently   conducted  (the
"Intellectual  Property").  Borrower  does  not have any  material  licenses  of
Intellectual  Property.  No claim has been asserted and is pending by any Person
with respect to the use of any such  Intellectual  Property and Borrowers do not
know of any valid basis for any such claim. The use of the Intellectual Property
by Borrowers does not infringe on the rights of any Person.

     5.20 Subsidiaries.  Borrowers have no Subsidiaries,  except as indicated on
Exhibit "E" to this Agreement.

     5.21 Environmental Matters. Except as set forth in Schedule 5.21 and except
for matters that are not known to  Borrowers'  officers and that will not have a
Material  Adverse Effect on any Borrower,  Borrowers are in compliance  with all
Environmental  Regulations and with all other federal, state, and local laws and
regulations  relating to the environment and pollution,  including such laws and
regulations   regulating   hazardous,   radioactive   and  toxic  materials  and
underground  petroleum  products storage tanks.  Except as set forth in Schedule
5.21, no  assessment,  notice of (primary or  secondary)  liability or notice of
financial  responsibility,  or the amount thereof,  or to impose civil penalties
has  been  received  by  Borrowers,  and  there  are no  facts,  conditions,  or
circumstances  known to  Borrowers  which could result in any  investigation  or
inquiry if all such facts,  conditions,  and  circumstances,  if any, were fully
disclosed to the  applicable  governmental  authority.  Borrowers  have paid any
environmental excise taxes due and payable, including without limitation,  those
imposed pursuant to Sections 4611, 4661, or 4681 of the Internal Revenue Code of
1986,  as  amended  from time to time.  Borrowers  represent  and  warrant  that
Borrowers  have  obtained  any  permits,  licenses,  or  similar  authorizations
required to construct,  occupy,  operate,  or use any  buildings,  improvements,
fixtures,  or equipment in  connection  with their  businesses  by reason of any
Environmental Regulations. Borrowers represent and warrant that no oil, toxic or
hazardous  substances,  or solid  wastes  have been  disposed  of or released by
Borrowers in connection  with the  operation of its business and that  Borrowers
will not dispose of or release  oil,  toxic or  hazardous  substances,  or solid
wastes at any time in its operation of its business,  except in full  compliance
with all the foregoing laws (the terms "hazardous substance" and "release" shall
have  the  meanings  specified  in  the  Comprehensive  Environmental  Response,
Compensation  and Liability Act of 1980,  as amended  ("CERCLA"),  and the terms
"solid waste" and "disposal,"  "dispose," or "disposed"  shall have the meanings
specified in the  Resource  Conservation  and  Recovery Act of 1976,  as amended
("RCRA"),  except that if such acts are amended to broaden the meanings thereof,
the broader meaning shall apply herein).

     5.22 Ownership.  All issued and  outstanding  capital stock of Borrowers is
owned  as set  forth in  Exhibit  "E."  Except  as set  forth  in the  foregoing
schedule, there are not outstanding any warrants, options, or rights to purchase
any shares of capital stock of  Borrowers,  not does any Person have a Lien upon
any of the capital stock of Borrowers.

     5.23  Inventory.  All  Inventory is  marketable  in the ordinary  course of
business.  All Inventory has been  produced,  and during the term hereof will be
produced,  in  compliance  with  the  requirements  of the  Federal  Fair  Labor
Standards Act. No Inventory is now, nor shall any Inventory at any time or times
hereafter be, stored with a bailee, warehouseman or similar party without Bank's
prior  written  consent  and,  if  Bank  gives  such  consent,   Borrowers  will
concurrently therewith cause any such bailee, warehouseman,  or similar party to
issue and deliver to Bank, in form and substance  acceptable to Bank,  warehouse
receipts  therefor in Bank's  name.  No Inventory is or will be consigned to any
Person  without  Bank's  prior  written  consent,  and if such consent is given,
Borrowers  shall,  prior to the delivery of any  Inventory on  consignment,  (a)
provide Bank with all consignment  agreements to be used in connection with such
consignment, all of which shall be acceptable to Bank, (b) prepare, execute, and
file appropriate  financing  statements with respect to any consigned Inventory,
showing Bank as  assignee,  (c) conduct a search of all filings made against the
consignee in all jurisdictions in which any consigned Inventory is to be located
and deliver to Bank copies of the results of all such searches,  and (d) notify,
in writing,  all the creditors of the  consignee  which are or may be holders of
Liens in the Inventory to be consigned that Borrowers  expect to deliver certain
Inventory to the consignee,  all of which  Inventory  shall be described in such
notice by item or type.

     5.24  Representations  True.  No  representation  or warranty by  Borrowers
contained herein or in any certificate or other document  furnished by Borrowers
pursuant hereto contains any untrue statement of material fact or omits to state
a material fact necessary to make such representation or warranty not misleading
in light of the circumstances under which it was made.

6.  Affirmative   Covenants.   Borrowers  agree  and  covenant  that  until  the
Obligations  have been  indefeasibly  paid in full and until Bank has no further
obligation to make advances under the loan, each Borrower shall:

     6.1 Insurance.  Maintain insurance with insurance companies satisfactory to
Bank on such of its  properties,  in such  amounts and against  such risks as is
customarily  maintained in similar businesses operating in the same vicinity, in
similar businesses operating in the same vicinity, and shall file with Bank upon
request,  from time. to time, a detailed  list of the insurance  then in effect,
stating  the names of the  insurance  companies,  the  amounts  and rates of the
insurance,  dates of expiration  thereof,  and the  properties and risks covered
thereby,  and,  within 10 days after notice in writing  from Bank,  shall obtain
such  additional  insurance as Bank may  reasonably  request.  All such policies
shall provide that any losses payable thereunder shall (pursuant to loss payable
clauses,  in form and content acceptable to Bank, to be attached to each policy)
be payable to Bank to the extent of its interest in the Collateral,  and provide
that the insurance  provided  thereby,  as to the interest of Bank, shall not be
invalidated  by any act or neglect of  Borrowers,  nor by the  commencing of any
proceedings by or against Borrowers in bankruptcy, insolvency,  receivership, or
any  other  proceedings  for the  relief of a  debtor,  nor by any  foreclosure,
repossession,  or other proceedings relating to the property insured, nor by any
occupation  of such  property  or the  use of such  property  for  purpose  more
hazardous  than  permitted in the policy.  Borrowers  hereby  assign to Bank all
right to receive  proceeds  of the  Collateral,  direct  any  insurer to pay all
proceeds  directly to Bank, and authorize Bark to endorse any check or draft for
such  proceeds  and  apply  the same  toward  satisfaction  of the  Obligations,
Borrowers  shall furnish to Bank insurance  certificates,  in form and substance
satisfactory to Bank, evidencing compliance by it with the terms of this section
and,  upon the request of Bank at any time,  Borrowers  shall  furnish Bank with
photostatic  copies  of the  policies  required  by the  terms of this  section.
Borrowers will cause each insurer under each of the policies to agree (either by
endorsement  upon such  policy or by letter  addressed  to Bank) to give Bank at
least 10 days' prior  written  notice of the  cancellation  of such  policies in
whole or in part or the lapse of any coverage  thereunder.  Borrowers agree that
they  will not take  any  action  or fail to take any  action  which  action  or
inaction  would result in the  invalidation  of any  insurance  policy  required
hereunder.  At  renewal or no later  than 10 days  following  the date each such
policy or policies  shall  expire,  Borrowers  shall furnish to Bank evidence of
renewal.  Borrowers shall furnish to Bank such evidence of insurance as Bank may
require.

     6.2 Corporate  Existence;  Qualification.  Maintain its corporate existence
and, in each  jurisdiction in which the character of the property owned by it or
in which the  transaction  of its business  makes its  qualification  necessary,
maintain good standing.

     6.3 Taxes.  During its fiscal year,  accrue all current tax  liabilities of
all kinds, all required  withholding of income taxes of employees,  all required
old age and  unemployment  contributions,  all  required  payments  to  employee
benefit plans,. and pay the same when they become due.

     6.4 Compliance with Laws.  Comply with all  Requirements of Law,  including
Environmental Regulations,  and pay all taxes, assessments,  charges, claims for
labor,  supplies,  rent, and other obligations which, if unpaid, might give rise
to a Lien against its property,  except claims being  contested in good faith by
appropriate proceedings (provided the Borrower promptly notifies Bank in writing
of such contest),  and against which reserves  deemed adequate by Bank have been
set up. Specifically, each Borrower shall pay when due all taxes and assessments
upon the Collateral, this Agreement, the Notes, or any Loan Document,  including
without  limitation,  any stamp taxes or intangibles  taxes imposed by virtue of
the transaction outlined herein.

     6.5 Annual  Financial  Statements.  Within 120 days after the close of each
fiscal year, furnish Bank with annual audited financial  statements of Borrowers
on a  consolidated  and  consolidating  basis,  consisting  of  balance  sheets,
operating  statements and such other statements as Bank may reasonably  request,
for the  period(s)  involved,  prepared  in  accordance  with GAAP  consistently
applied for the period involved and for the preceding  fiscal year and certified
as correct by independent certified public accountants acceptable to Bank.

     6.6 Interim  Financial  Statements.  Within 30 days after the close of each
calendar  month,  furnish  Bank with  unaudited  monthly  and  quarterly-to-date
financial  statements of Borrowers on a consolidated and consolidating basis and
of Guarantor on a consolidated and  consolidating  basis,  consisting of balance
sheets and operating  statements and a listing of all contingent  liabilities of
Borrowers and Guarantor  for the periods  involved and such other  statements as
Bank may request  prepared in accordance with GAAP applied on a basis consistent
with the financial statements previously furnished to Bank, taken from the books
and records of the  Borrowers  and  Guarantor,  and  certified as correct by the
Chief Financial Officer of Parent and Guarantor, respectively.

     Within 45 days after the close of each calendar quarter,  furnish Bank with
unaudited  quarterly  and  year-to-date  financial  statements of Borrowers on a
consolidated  and  consolidating  basis and of Guarantor on a  consolidated  and
consolidating basis, consisting of balance sheets and operating statements and a
listing of all contingent liabilities of Borrowers and Guarantor for the periods
involved and such other  statements as Bank may request,  prepared in accordance
with  GAAP  applied  on a  basis  consistent  with  the  financial  statement(s)
previously  furnished to Bank, taken from the books and records of Borrowers and
Guarantor, and certified as correct by the Chief Financial Officer of Parent and
Guarantor,  respectively.   Borrowers  shall  also  deliver  to  Bank  statutory
statements for Guarantor and its subsidiaries.

     6.7 Certificates; Other Information. Furnish to Bank:

          (a)  concurrently  with  the  delivery  of  the  financial  statements
referred to in Sections 6.5 and 6.6. a  certificate  from the President or Chief
Financial Officer of Parent and Guarantor (i) containing computations confirming
Borrowers'  compliance with Section 6.21  ("Affirmative  Financial  Covenants");
(ii)  stating  that after  diligent  investigation,  they have  determined  that
Borrowers  and  Guarantors,  respectively,  during the period  have  observed or
performed  all of  their  covenants  in this  Agreement  and in the  other  Loan
Documents,  and (iii)  stating  that the  officers do not know of any default or
Event  or  Default  by any  Borrower  or  Guarantor,  respectively,  under  this
Agreement or the other Loan Documents; and

          (b) all other  information  regarding  the  affairs of  Borrowers  and
Guarantor that Bank from time to time reasonably requests.

     6.8  Collateral  Reports;  Job Status  Reports.  Furnish to Bank,  for each
Borrower whenever requested by Bank a detailed accounts  receivable aging report
as of the last day of the previous  month,  a detailed  accounts  payable  agent
aging report, and an inventory report, all in form and substance, and containing
such detail and information as Bank shall request, and furnish to Bank copies of
all physical inventory listings when prepared by Borrower.  Borrowers shall also
furnish to Bank job status  reports for each  Borrower,  whenever  requested  by
Bank.

     6.9 SEC Filings.  Within ten (10) days  following  the date each of Parent,
Guarantor,  and TransCor Waste Services, Inc. makes the filing with the SEC, (a)
a copy of its Annual  Report on Form 10-K,  as filed with the SEC; (b) a copy of
its Quarterly Report on Form 10-Q; and (c) promptly on becoming  available,  any
other  report  or  statement  that  it  files  with  the  SEC  or  mails  to its
shareholders. Each of the foregoing reports shall be filed with the SEC when due
as  specified  by  the  applicable  instruction  to  the  report  (for  example,
Instruction A to the Form 10-K and Form 10-Q).

     6.10 Visits and Inspections.  (a) give agents and  representatives  of Bank
full and  unrestricted  access from time to time during normal business hours to
its business premises, offices, properties, books, records, and information; (b)
permit  agents and  representatives  of Bank to make such audit and  examination
thereof  (including an  examination  of the  Equipment),  and conduct such other
investigation, as they consider appropriate to determine and verify its business
properties,  operation,  or condition (financial or other) and to consummate the
transactions  contemplated  by this  Agreement;  and (c) furnish to Bank and its
agents and  representatives  such  additional  information  with  respect to its
business  and  affairs  as Bank or they  reasonably  request  from time to time.
Borrowers shall bear the costs of such audits, reports, and inspections.

     Each Borrower shall keep true books, records, and accounts that completely,
accurately,  and fairly  reflect all dealings and  transactions  relating to its
assets,  business,  and  activities  and shall record all  transactions  in such
manner as is necessary to permit  preparation  of ifs  financial  statements  in
accordance with GAAP.

     6.11 Pavements on Note.  Duly and punctually pay the principal and interest
on the Notes,  in accordance  with the terms of this Agreement and of the Notes,
and pay all other Debt of the  Borrower  reflected on the  financial  statements
delivered to Bank and referred to in Section 5.5  ("Financial  Statements")  and
all other Debt incurred  after the date hereof in  accordance  with the terms of
such debt.

     6.12 Conduct of Business.  Conduct its business as now conducted and do all
things  necessary  to  preserve,  renew,  and keep in full  force and effect its
rights, patents,  permits,  licenses,  franchises,  and trade names necessary to
continue  its  business.   Each  Borrower  shall  comply  with  all  Contractual
Obligations applicable to it and its business and properties.

     6.13 Maintenance of Properties. Keep its properties in good repair, working
order and condition,  reasonable  wear and tear excepted,  and from time to time
make all needed and  proper  repairs,  renewals,  replacements,  additions,  and
improvements thereto and comply with the provisions of all leases to which it is
a party or  under  which  it  occupies  property  so as to  prevent  any loss or
forfeiture thereof or thereunder.

     6.14 Additional Documents.  Join Bank in executing any security agreements,
assignments,  consents,  financing  statements  or  other  instruments,  in form
satisfactory  to Bank, as Bank may from time to time request in connection  with
the Collateral and the other security for the Loan.

     6.15 Notice to Bank.  Promptly  notify Bank of: (a) any default or Event of
Default,  (b) the  acceleration  of the  maturity  of any  Debt  or  Contractual
Obligation;  (c) a default  in the  performance  of,  or  compliance  with,  any
Requirement of Law or Environmental Regulation, or Contractual Obligation of any
Borrower  that might have a Material  Adverse  Effect on any  Borrower;  (d) any
litigation,  dispute,  or proceeding  that is pending or known by any Borrower's
officers to be  threatened  against the Borrower and that might  involve a claim
for damages or a request for injunctive,  enforcement,  or other relief that, if
granted,  might  reasonably be expected to have a Material Adverse Effect on the
Borrower;  (e) a change in either the name or the principal place of business of
any Borrower or the office where its books and records are kept;  (f) any change
in its  accounting  methods,  policies,  or practices  for  financial  reporting
purposes  or  any  material  change  in its  accounting  methods,  policies,  or
practices  for tax  reporting  purposes;  (g) a material  adverse  change in the
business, operations, assets, property, or condition (financial or other) of any
Borrower;  and (h) any matter  regarding  which Borrowers are required to notify
Bank  pursuant to the ESOP Loan.  Each  Borrower  shall provide with each notice
pursuant to this section a statement of an officer of the Borrower setting forth
details of the occurrence  referred to in the notice and stating what action the
Borrower proposes to take with respect to it.

     6.16 Subordination of Debt. Except for any Debt set forth on Schedule 6.16,
provide  Bank  with  a debt  subordination  agreement,  in  form  and  substance
satisfactory  to  Bank,  executed  by each  Borrower  and any  Person  who is an
officer,  director,  shareholder,  or  Affiliate  of the  Borrower  to whom  the
Borrower is or hereafter becomes indebted, subordinating in right of payment and
claim all of such Debt and any  future  advances  thereon  to the full and final
payment of the Obligations.

     6.17 Collection of Accounts.  Diligently  pursue collection of all Accounts
and  other  amounts  due any  Borrower  from  others,  including  Affiliates  of
Borrower.

     6.18  Landlord  and  Storage  Agreements.  Provide  Bank with copies of all
agreements between any Borrower and any landlord or warehouseman, which owns any
premises at which any Inventory or other  Collateral  may, from time to time, be
kept.

     6.19 Auditors' Letters.  Furnish Bank with a copy of each letter written to
any Borrower by its independent  certified public accountant concerning internal
controls and management review immediately upon receipt of same.

     6.20 ERISA Compliance.

          (a) At all times make prompt payment of contributions required to meet
the minimum funding standards set forth in ERISA with respect to each Plan;

          (b) Promptly  after the filing  thereof,  furnish to Bank copies of an
annual report  required to be filed  pursuant to ERISA in  connection  with each
Plan and any Other employee benefit plan of it and its Affiliates;

          (c) Notify Bank as soon as practicable of any Reportable  Event and of
any  additional act or condition  arising in connection  with any Plan which any
Borrower  believes might constitute  grounds for the termination  thereof by the
Pension Benefit  Guaranty  Corporation or for the appointment by the appropriate
United States District Court of a trustee to administer the Plan; and

          (d) Furnish to Bank,  promptly  upon  Bank's  request  therefor,  such
additional  information  concerning any Plan or any other such employee  benefit
plan as may be reasonably requested.

     6.21 Financial Covenants.  Maintain as of the end of each calendar quarter:
(a) total Tangible Net Worth of not less than the following:  (i) $7,500,000 for
the calendar  quarters ending December 31, 1997,  March 31, 1998, June 30, 1998,
and  September  30,  1998;  (ii)  $11,000,000  for the calendar  quarter  ending
December 31, 1998, and all calendar quarters  thereafter during the term of this
Agreement;  (b) a ratio of Debt less  Subordinated  Debt to  Tangible  Net Worth
(less  equity  in  Affiliates)  plus  Subordinated  Debt  as of the  end of each
calendar quarter of not more than: (i) 8:1 for the calendar quarter ending March
31, 1998; (ii) 7.5:1 for the calendar  quarter ending June 30, 1998; (iii) 7.0:1
for the calendar  quarter  ending  September  30,  1998;  and (iv) 6.5:1 for the
calendar quarter ending December 31, 1998, and each calendar quarter  thereafter
during the term of this  Agreement;  (c) Fixed Charge  Coverage of not less than
1.0,  beginning  the  calendar  quarter  ending  December  31, 1997 and for each
calendar  quarter  thereafter  during  the term of this  Agreement;  and (d) Net
Income of at least $3,000,000  million during the twelve-month  period preceding
each calendar quarter end,  beginning December 31, 1998, and continuing for each
similar  twelve-month  period ending on each quarter and  thereafter.  Bank will
begin  monitoring  the debt to Tangible  Net Worth  ratio,  and the Fixed Charge
Covenants  beginning on January 1, 1998. Each of the foregoing covenants will be
measured on a consolidated basis for all Borrowers.

     6.22 Physical Inventory. At least one time during each fiscal year, conduct
a physical  inventory of all of its equipment,  machinery,  rolling  stock,  and
containers and shall  promptly  certify to Bank the results of such inventory in
detail satisfactory to Bank.

     6.23 Subsidiary Stock  Ownership.  Parent shall continue to own directly or
indirectly  100% of the stock of all of its  Subsidiaries  (other than  TransCor
Waste  Services,  Inc.  and its  subsidiaries);  Parent  shall  continue  to own
directly no less than a majority of the Aggregate Outstanding Shares (as defined
herein) of TransCor Waste Services, Inc.; all of the shares of Stock of TransCor
Waste  Services,  Inc.  owned by Parent shall be pledged to Bank as  Collateral;
TransCor Waste Services,  Inc. shall continue to own directly or indirectly 100%
of the stock of all of its Subsidiaries; TransCor Waste Services, Inc. shall not
issue shares of a different class of stock from its currently outstanding common
stock;  and no shares of the stock of TransCor  Waste  Services,  Inc.  shall be
issued  at a price  less  than the fair  market  of such  shares  at the time of
issuance  of such  shares and  TransCor  Waste  Services,  Inc.  shall  grant no
warrants  or options to purchase  shares of its stock at an exercise  price less
than the fair market  value of such shares at the time such  warrants or options
are granted.  For the purposes of this section,  "Aggregate  Outstanding Shares"
shall mean the  aggregate of the issued and  outstanding  shares of the stock of
TransCor  Waste  Services,  Inc.  and the shares of stock that may be  purchased
currently or in the future by the exercise of all  warrants,  options and rights
at any time outstanding.

     7. Negative Covenants.  Until the Obligations have been indefeasibly repaid
in full and until  Bank has no further  obligation  to make  advances  under the
Loan, without the prior written consent of Bank, each Borrower shall not:

     7.1  Indebtedness.  Except as permitted or  contemplated by this Agreement,
create,  incur,  assume,  or suffer to exist  any Debt or  obligation  for money
borrowed,  or  guarantee,  or endorse,  or otherwise  be or become  contingently
liable in connection  with the  obligations of any person,  firm, or corporation
(including any Affiliate), except:

          7.1.1  Indebtedness for taxes not at the time due and payable or which
are being  actively  contested  in good  faith by  appropriate  proceedings  and
against  which  reserves  deemed  adequate  by Bank  have  been  established  by
Borrowers,  but only if the  non-payment of such taxes does not result in a Lien
upon any property of the Borrower that has priority over the Lien held by Bank;

          7.1.2  Contingent  liabilities  arising  out  of  the  endorsement  of
negotiable,  instruments  in  the  ordinary  course  of  collection  or  similar
transactions in the ordinary course of business.

          7.1.3 Debt other than for  borrowed  money,  incurred in the  ordinary
course of business,  including that evidenced by trade  promissory  notes with a
maturity of less than one year;

          7.1.4 Debt to third parties other than Bank for borrowing  incurred in
connection  with the  purchase  money  financing  of capital  assets used in the
business of Borrowers or to reimburse  Borrowers for purchases of capital assets
made  within  six  months  of the time the debt is  incurred,  not to  exceed $5
million on a consolidated basis during any fiscal year of Borrowers;

          7.1.5 Debt for money borrowed from Bank;

          7.1.6 Debt incurred  prior to the date of this Agreement and reflected
on the financial statements referred to in Section 5.5 ("Financial  Statements")
which is not to be repaid  with the  proceeds of the Loans,  including  the ESOP
Loan;

          7.1.7 Debt, the proceeds of which are used to repay the Debt described
in Sections 7.1.4 and 7.1.6.

          7.1.8 Debt of any Borrower to any other  Borrowers  incurred from time
to time in consideration for the purchase by a Borrower from any other Borrowers
of accounts receivable and/or other intangible assets.

          7.1.9 Debt owed by Borrower Kimmins  Construction Corp. to Caterpillar
Financial Services Corporation  ("CFSC"), to which Bank is subordinated pursuant
to Subordination  Agreement dated on or about November 18, 1997 between CFSC and
Bank.

     7.2 Liens and Security Interests. Create, incur, assume, or suffer to exist
any Lien (including  charges on property  purchased under  conditional  sales or
other title-retention agreements) on any of its property or assets, now owned or
hereafter acquired, except:

          7.2.1 Liens for taxes not yet due or which are being contested in good
faith by appropriate  proceeding and against which reserves  deemed  adequate by
Bank  have  been set up  (excluding  any  Lien  imposed  pursuant  to any of the
provisions of ERISA);

          7.2.2 Other  Liens  incidental  to the conduct of its  business or the
ownership of its property and assets;

          7.2.3 Liens  created to secure the Debt  permitted by Section 7.1.4 or
to secure Debt that  refinances the Debt permitted by Section 7.1.4,  so long as
in each  case the Liens  encumber  only the  capital  assets  acquired  with the
proceeds of the permitted purchase money Debt;

          7.2.4 Liens in favor of Bank; and

          7.2.5 Liens reflected on Exhibit "C" to this Agreement.

          7.2.6 Subordinated security interests in accounts receivable and other
intangible  assets that may be granted  from time to time by any Borrower to any
other  Borrower  to secure  promissory  notes  issued by the First  Borrower  in
consideration for the purchase by the First Borrower of such accounts receivable
and/or other intangible  assets,  but only to the extent that such  subordinated
security interest has been approved in advance by the Lender.

     7.3 Dividends and Distributions. Except for transactions benefiting another
Borrower as shareholder, declare any dividends on any shares of any class of its
capital  stock,  or  apply  any of  its  property  or  assets  to the  purchase,
redemption or other  retirement  of, or set apart any sum for the payment of any
dividends on, or for the purchase, retirement of, or make any other distribution
by  reduction  of capital or otherwise in respect of, any shares of any class of
capital stock of any Borrower.

     7.4 Affiliate  Transactions.  Purchase,  acquire or lease property from, or
sell,  transfer or lease any property to, or engage in any other  transaction or
arrangement  with, any Affiliate of any Borrower,  except for such  transactions
with other  Borrowers and except in the ordinary  course of Borrowers'  business
and under terms and conditions which would apply if  disinterested  parties were
involved.

     7.5 Financing Statements. Permit any financing statement to be on file with
respect to the Collateral,  except for a financing  statement that pertains to a
Permitted Lien.

     7.6 Location of Collateral. Change the locations at which the Collateral is
maintained  to a  location  outside  of the  United  States;  change  the  name,
identity,  or corporate  structure of  Borrowers;  or change the location of its
chief executive office.

     7.7 Destruction of Collateral. Waste or destroy the Collateral or use it in
violation of any statute or ordinance.

     7.8 Liquidation,  Merger or Consolidation.  Liquidate, wind up, or dissolve
itself (or suffer any liquidation or  dissolution),  or enter into any merger or
consolidation,  or acquire all or substantially all of the assets of any Person;
or sell, lease, or otherwise dispose of any of its assets in an aggregate amount
exceeding $100,000 during any fiscal year, except for sales of assets associated
with the Tennessee operations of TransCor Waste Services,  Inc.,  disposition of
the  Lantana  site by  Kimmins  Recycling  Corporation,  sales of  Equipment  in
accordance with the Security  Agreement,  and sales of Inventory in the ordinary
course  of its  business,  or  disposition  of the Note  Receivable  payable  by
Guarantor or of the assets or outstanding  stock of ThermoCor  Kimmins,  Inc. in
accordance  with Section 6.10 of the Security  Agreement and Section 5(c) of the
Pledge Agreement or sales of accounts  receivable and/or other intangible assets
from one Borrower to another  Borrower,  provided that such accounts  receivable
and/or other  intangible  assets remain  subject to a prior  perfected  security
interest in favor of Lender.

     7.9  Loans or  Advances  and  Other  Investments.  Make or permit to remain
outstanding  loans or  advances  or pay any  management  or similar  fees to any
Person other than another Borrower, except for such loans, advances, or payments
that do not exceed $100,000 in the aggregate  during any calendar year; or until
the Loans  have been  paid in full,  own,  purchase  or make any  commitment  to
purchase any stock,  bonds,  notes,  debentures or other  securities  of, or any
stock, bonds,  notes,  debentures or other securities of, or any interest in, or
make any  capital  contributions  to (all of which  are  sometimes  collectively
referred to herein as "Investments") in any Person (other than the securities of
another Borrower) except for (a) purchases of direct  obligations of the federal
government,  (b) deposits in commercial  banks, (c) commercial paper of any U.S.
corporation  having the highest ratings then given by Moody's Investors Service,
Inc. or Standard & Poor's Corporation, (d) endorsement of negotiable instruments
for collection in the ordinary course of business;  (e) trade credit advanced in
the  ordinary  course of  business;  (f)  advances to  employees in the ordinary
course of business;  (g) any other  Investment  outstanding  on the date of this
Agreement and disclosed to Bank;  (h) other  Investments  approved in writing by
Bank;  (j) any renewals or  extensions  of the  foregoing  Investments;  and (j)
purchases  or  acquisitions  or  Investments  that do not exceed  $100,000  on a
consolidated basis in the aggregate during any calendar year.

     7.10 Capital Expenditures. Make any Cash Capital Expenditures in any fiscal
year  exceeding  a total  of  $500,000  on a  consolidated  basis,  that are not
financed within six months.

     7.11  Prepayment  of Debt.  If an Event of  Default  or an event  that with
notice or the passage of time would  constitute a default has  occurred,  prepay
any Debt, except Debt to Bank.

     7.12 Lease Transactions. Enter into any sale and lease-back arrangement.

     7.13  Subordinated  Debt.  Make any payment  (principal  or interest)  with
respect to  Subordinated  Debt to any Person not a Borrower,  or with respect to
any Debt that would be Subordinated  Debt but for the absence of a subordination
agreement in effect with respect thereto.

     7.14.  Change in Business;  Fiscal Year.  Enter into any business  which is
substantially different from the business or businesses in which it is presently
engaged or change the fiscal year of any Borrower.

     7.15  Accounts.  Sell,  assign,  or discount any of its  Accounts,  Chattel
Paper, or any promissory  notes held by it other than discount of such Accounts,
Chattel  Paper,  or notes in the ordinary  course of business for collection and
other than sales of Accounts  from one  Borrower to another  Borrower,  provided
that such Accounts  remain  subject to a prior  perfected  security  interest in
favor of Lender.

     7.16 Margin  Stock.  Use any  proceeds of the Loan to purchase or carry any
margin  stock  (within the meaning of  Regulation U of the Board of governors of
the  Federal  Reserve  System)  or extend  credit to others  for the  purpose of
purchasing or carrying on margin stock.

     7.17 Subsidiaries.  Acquire, form or dispose of any Subsidiaries, or permit
any Subsidiary to issue capital stock except to its parent.  Each Borrower shall
maintain at least the  percentage of ownership of each  Subsidiary  shown on the
attached Exhibit "E".

     7.18 Amendment to Article or Bylaws. Amend the articles of incorporation or
bylaws of any  Borrower  in any  manner  that  adversely  affects  the rights or
interests of Bank.

8. Environmental Provisions.

     8.1 Contamination.  Borrowers acknowledge that certain soil and groundwater
in (i) the  northwestern  portion of the parcel of Real  Estate  having a street
address of 1501 2nd Avenue  ("Area One"),  (ii) the vicinity of the  underground
storage  tank  formerly  located  on the parcel of Real  Estate  having a street
address  of 1617  2nd  Avenue  ("Area  Two"),  and  (iii)  the  vicinity  of the
maintenance  building  situated  on the  parcel of Real  Estate  having a street
address of 1616 2nd Avenue ("Area  Three"),  may have been impacted by petroleum
hydrocarbon   and/or   other   containment   substances    (collectively,    the
"Contamination").  Borrowers  further  acknowledge  that, as of the date of this
Agreement,  Bank's  knowledge  concerning  the  Contamination  is limited to the
information set forth in the Phase I Environmental  Site Assessment  prepared in
August 1994 by  EnviroAssessments,  Inc. (the  "Report").  Without  limiting the
generality of Borrowers'  obligations  under this Amendment to maintain the Real
Estate  in  compliance  with  applicable  Environmental  Regulations,  Borrowers
specifically  agree to conduct such  assessment and  remediation  work as may be
necessary  to bring Area One,  Area Two,  and Area three  into  compliance  with
applicable  Environmental  Regulations and otherwise satisfy the requirements of
the Florida  Department of Environmental  Protection,  the  Hillsborough  County
Environmental  Protection  Commission,  or any other  local,  state,  or federal
agency with  jurisdiction  regarding  the  environmental  condition  of the Real
Estate (collectively, the "Regulating Agencies").

     8.2  Environmental  Assessment  and  Remediation  Obligation  of Borrowers.
Borrowers agree to promptly undertake and diligently proceed with the assessment
and remediation of the  Contamination at their sole cost and expense.  Borrowers
shall select and utilize only qualified engineers,  contractors, and consultants
(collectively,  the  "Consultants")  to conduct the assessment  and  remediation
required under this Agreement.  All  Consultants  must be approved in writing by
Bank  before  they  initiate  work in  connection  with the  Contamination.  For
purposes of this Agreement,  the term "assessment" shall mean the identification
of the  types  and  concentrations  of  contaminants  present  in the  soil  and
groundwater,  the  delineation of the  horizontal  and vertical  extent of those
contaminants, and the evaluation of the appropriate remedial action necessary to
bring Area One, Area Two, and Area Three, as well as any other property impacted
by the Contamination,  into compliance with applicable Environmental Regulations
or comply with the requirements of the Regulating Agencies. For purposes of this
Agreement,  the term "remediation"  shall mean any response,  removal,  or other
remedial  action  required  by or  initiated  pursuant  to  the  mandate  of any
Environmental  Regulation or Regulating Agency.  Borrowers shall keep Bank fully
apprised at all times of the status of the  assessment  and  remediation  of the
Contamination. Without limiting the generality of the foregoing, Borrowers shall
provide to Bank within ten days after receipt  copies of all reports and testing
data generated by or on behalf of Borrowers or the  consultants  with respect to
the assessment and  remediation of the  Contamination.  Additionally,  Borrowers
shall submit monthly written reports to Bank, in form and substance satisfactory
to Bank,  apprising  Bank of the  status of those  activities  and all  material
developments  relating to the Contamination.  Bank reserves the right to have an
independent  environmental  consultant  and/or Bank's legal counsel  review such
reports and data and Borrowers  agree to pay the reasonable cost of that review.
Borrowers   further   agree  to  allow   Bank's   consultant   and  other   Bank
representatives  access to the Real  Estate  for  purposes  of  conducting  site
inspections and verifications.  For purposes of this Agreement,  Borrowers shall
be deemed to have completed all required assessment and remediation efforts with
respect to the  Contamination  when all regulatory  mandates with respect to the
assessment and  remediation  have been satisfied as evidenced by the delivery to
Bank of (1) a written certification issued by Borrower's Consultants in form and
substance acceptable to Bank, and its independent  consultant and legal counsel,
that all required  assessment or remediation  has been completed with respect to
the Contamination, or (2) a "No Further Action Letter" issued by the appropriate
Regulatory  Agency,  as determined by Bank and its  independent  consultant  and
legal counsel.

     8.3 Indemnification.  Borrowers,  jointly,  severally, and unconditionally,
indemnify and hold Bank harmless from and against any and all loss, cost, claim,
damage, expense, liability, or cause of action arising out of or relating to the
contamination  or the  breach  of  any  of  Borrowers'  obligations  under  this
Agreement  relating to the Contamination or the assessment or remediation of the
Contamination,  including,  without  limitation,  all  costs or  remediation  or
"clean-up"  relating to the Contamination,  all costs of determining whether the
Real Estate is in compliance  with  applicable  Environmental  Regulations,  all
costs  of  bringing  the  Real  Estate  into   compliance  with  all  applicable
Environmental Regulations, and all of Bank's attorneys' fees, consultants' fees,
and court costs associated with the existence, assessment, or remediation of the
Contamination. The obligations of Borrowers under this section shall survive any
termination of this Agreement.

     8.4 Environmental Management of Mortgaged Property Facility. The parties to
this Agreement acknowledge that, as of the date of this Agreement,  Bank has not
participated in the operation or management of the Real Estate of any facilities
located on it and has not  otherwise  been in a position to influence  financial
management,  environmental  remediation,  hazardous waste disposal, or hazardous
material  treatment  affecting  or relating to the Real  Estate.  Moreover,  the
parties acknowledge that nothing contained in this Agreement would grant to Bank
the right or ability  to  meaningfully  direct,  influence,  or  control  future
decisions regarding  environmental  remediation on the Real Estate, the disposal
or treatment of hazardous  waste  delivered to or otherwise  present on the Real
Estate,  or the  financial  management  of the Real  Estate.  The  parties  also
acknowledge  that the  obligations  of Borrowers and the limited  rights of Bank
under this  Agreement  with respect to the  assessment  and  remediation  of the
Contamination are intended only to protect the value of the Collateral  securing
Bank's Loans.

9.  Additional  Representations,  Covenants,  and  Agreements  Relating  to
Collateral.

     9.1 Affirmation of Representations.  Each request for a loan or advancement
made by Borrowers  pursuant to this Agreement or any of the other Loan Documents
shall  constitute (a) an automatic  representation  and warranty by Borrowers to
Bank that there does not then  exist any  default or Event of Default  and (b) a
reaffirmation as of the date of said request that all of the representations and
warranties of Borrowers contained in this Agreement and the other Loan Documents
are true in all  material  respects,  except  for any  changes  in the nature of
Borrowers' business or operations that would render the information contained in
any exhibit attached hereto either inaccurate or incomplete, so long as Bank has
consented  to such  changes or such  changes  are  expressly  permitted  by this
Agreement.

     9.2 Waivers. Borrowers hereby waive any and all causes of action and claims
which they may ever have against Bank as a result of any possession, collection,
settlement,  compromise,  or  sale  by  Bank  of any of the  Accounts  upon  the
occurrence of an Event of Default hereunder,  notwithstanding the effect of such
possession,  collection,  settlement,  compromise,  or sale upon the business of
Borrowers,  except to the  extent  arising  from  gross  negligence  or  willful
misconduct.  Said waiver shall include all causes of action and claims which may
result  from the  existence  of the  power of  attorney  conferred  upon Bank in
Section 8.10 ("Attorney-In-Fact"). The failure at any time or times hereafter to
require strict  performance by Borrowers of any of the  provisions,  warranties,
terms,  and  conditions  contained  in this  Agreement  or any other  agreement,
document, or instrument now or hereafter executed by Borrowers, and delivered to
Bank,  shall not waive,  affect,  or diminish  any right of Bank  thereafter  to
demand strict compliance and performance therewith and with respect to any other
provisions,  warranties,  terms,  and conditions  contained in such  agreements,
documents or  instruments,  and any waiver of default  shall not waive or affect
any other default, whether prior or subsequent thereto, and whether the same are
of a different type. None of the warranties,  conditions,  provisions, and terms
contained in the Agreement or any other agreement,  documents, or instrument now
or hereafter executed by Borrowers and delivered to Bank shall be deemed to have
been waived by any act or knowledge of Bank, its agents, officers, or employees,
but only by an instrument  in writing  signed by an officer of Bank and directed
to Borrowers specifying such waiver.

     9.3 Discharge of Taxes and Liens. At its option,  Bank may discharge taxes,
Liens, security interests, or other encumbrances at any time levied or placed on
the  Collateral  and  may  pay  for  the  maintenance  and  preservation  of the
Collateral.  Borrowers agree to reimburse Bank, on demand,  for any payment made
or expense incurred by Bank pursuant to the foregoing authorization,  including,
without limitation, attorneys' fees.

     9.4 Insurance.  Without limiting any other provision hereof,  each Borrower
shall keep the Collateral  insured in amounts equal to its full insurable value,
with companies, and against such risks as may be satisfactory to Bank. Borrowers
will pay the costs of all such insurance and deliver  policies  evidencing  such
insurance  to Bank  with  mortgagee  loss  payable  clauses  in  favor  of Bank.
Borrowers  hereby  assign  to Bank all right to  receive  proceeds,  direct  any
insurer to pay all proceeds  directly to Bank, and authorize Bank to endorse any
check or draft for such proceeds and apply the same toward  satisfaction  of the
Loans and other Obligations secured hereby.

     9.5  Complete  Records.  Borrowers  will at all  times  keep  accurate  and
complete records of the Collateral,  and Bank or its agents shall have the right
to call at Borrowers'  place or places of business at intervals to be determined
by Bank, upon reasonable  notice and during  borrowers'  regular business hours,
and without  hindrance or delay,  to inspect and examine the  Inventory  and the
Equipment  and to inspect,  audit,  check,  and make  abstracts  from the books,
records, journals,  orders, receipts,  computer printouts,  correspondence,  and
other data relating to the Collateral or to any other  transactions  between the
parties  hereto.  If  requested  by Bank,  borrowers  agree  to make its  books,
records, journals,  orders, receipts,  computer printouts,  correspondence,  and
other data  relating  to the  Collateral  available  at Bank's  main  office for
inspection, audit, and checking by Bank or its agents.

     9.6   U.C.C.   Financing   Statement.   Borrowers   agree  that  a  carbon,
photographic,  or other  reproduction of this Agreement or of a signed financing
statement  with respect to the  Collateral  shall be  sufficient  as a financing
statement and may be filed as such by Bank.

10.  Events of Default.

     The occurrence of any one or more of the following  events shall constitute
an Event of Default  (unless  and except to the extent that the same is cured to
the  satisfaction of Bank within the applicable cure period,  if any, or, at the
sole discretion of Bank, at any time thereafter).

     10.1 Payment  Default.  If Borrowers  shall fail to make any payment of any
installment of principal (including a mandatory prepayment under Section 2.6(b))
or interest on any Note within ten (10) days after the same shall become due and
payable,  whether at stated  maturity,  by declaration,  upon  acceleration,  or
otherwise; or

     10.2 Fees and Expenses. If borrower shall fail to pay when due any expense,
fee or charge provided for in this Agreement and such failure shall continue for
a period of ten (10) days; or

     10.3 Certain Agreement Defaults.  If Borrower defaults in the observance or
performance of any agreement contained in Article 7 of this Agreement ("Negative
Covenants")  or in the  observance or performance of the agreements set forth in
Sections  6.1  ("Insurance"),  6.2  ("Corporate  Existence")  (with  respect  to
existence only), 6.4 ("Compliance with Laws"),  6.6  ("Subordination  of Debt"),
6.17 ("Collection of Accounts"), 6.20 ("ERISA Compliance"), and 6.21 ("Financial
Covenants"); or

     10.4 Other  Defaults.  If Borrower shall fail to perform,  keep, or observe
any other covenant, agreement, or provision of any Note or of this Agreement not
provided for  elsewhere in this Article 10 or of any other Loan Document and any
such default is not cured  within 30 days after notice from Bank,  except in the
case of a default under  Sections 6.3  ("Taxes"),  6.12 ("Conduct of Business"),
6.15 ("Notice to Bank"),  and 6.18  ("Landlord and Storage  Agreements"),  which
must be  remedied  within  30 days of its  occurrence,  even in the  absence  of
notice; or

     10.5  Representations  False.  If any  warranty,  representation,  or other
statement  made or  furnished  to  Bank  by or on  behalf  of  Borrowers  or any
Guarantor for in any of the Loan  Documents  proves to be false or misleading in
any material respect when made or furnished; or

     10.6 Financial  Difficulties.  If Borrowers  shall be involved in financial
difficulties as evidenced

          (a) by its  admission  in  writing of its  inability  to pay its debts
generally as they become due or of its ceasing to be Solvent;

          (b) by its  commencing  a  voluntary  case  under  the  United  States
Bankruptcy Code or any similar law regarding  debtor's rights and remedies or an
admission seeking the relief therein provided;

          (c)  by its  making  a  general  assignment  for  the  benefit  of its
creditors; or

          (d)  by its  voluntarily  liquidating  or  terminating  operations  or
applying for or  consenting to the  appointment  of, or the taking of possession
by, a receiver,  custodian, trustee or liquidator of such Person or of all or of
a substantial part of its assets; or

     10.7  Involuntary  Proceedings.  If without its application,  approval,  or
consent,   a  proceeding   shall  be  commended,   in  any  court  of  competent
jurisdiction,  seeking  in respect  of such  Person any remedy  under the United
States   Bankruptcy   Code,  the   liquidation,   reorganization,   dissolution,
winding-up,  or  composition  or  readjustment  of debt,  the  appointment  of a
trustee,  receiver,  liquidator  or the  like of such  Person,  or of all or any
substantial  part of the assets of such  Person,  or other like relief under any
law  relating  to  bankruptcy,   insolvency,   reorganization,   winding-up,  or
composition  or adjustment of debts,  which results in the entry of an order for
relief or such adjudication or appointment  remains  undismissed or undischarged
for a period of 30 days; or

     10.8 ERISA.  If a  Reportable  Event  shall  occur which Bank,  in its sole
discretion, shall determine in good faith constitute grounds for the termination
by the Pension Benefit  Guaranty  Corporation of any Plan or for the appointment
by the appropriate  United States district court of a trustee for any Plan or if
any Plan  shall  be  terminated  or any  such  trustee  shall  be  requested  or
appointed, or of Borrowers are in "default" (as defined in Section 4219(c)(5) of
ERISA)  with  respect  to  payments  to  a  Multiemployer  Plan  resulting  from
Borrowers' complete or partial withdrawal from such Plan; or

     10.9  Cancellation  of  Guaranty.  If  the  cancellation,   termination  or
limitation of any guaranty of Borrowers' obligations under this Agreement or the
Loans shall occur,  or if any such Guarantor shall be in default under or breach
the terms of any guaranty  agreement between Bank and such Guarantor,  or if any
such  Guarantor  should  die;  or if  any  Guarantor's  financial  condition  as
represented in the last personal financial  statement  delivered to and received
by Bank before the date of this Agreement is substantially impaired; or

     10.10  Default on Other  Obligations.  If the ESOP or the  Borrowers  shall
default on the ESOP Loan or any other  obligation,  or if Borrowers or Guarantor
shall  default in payment of amounts due on Debt of  Borrowers  or  Guarantor to
persons other than Bank, or any loan or security agreement with others, or under
any material  lease,  and the  aggregate  amount of such Debt,  agreements,  and
leases exceeds $50,000 in the aggregate, and any such default shall not be cured
or permanently  waived within any applicable  contractual  grace period,  not to
exceed 30 days; or

     10.11 Judgments.  If a final judgment for the payment of money in excess of
450,000  shall  be  rendered  against   Borrowers  and  the  same  shall  remain
undischarged  for a  period  of 30 days  during  which  execution  shall  not be
effectively  stayed,  unless  such  judgment  is fully  covered  by  collectible
insurance; or

     10.12 Actions.  If Borrowers or any Guarantor or any officer or director of
a Borrower or Guarantor shall be criminally  indicted or convicted under any law
that could lead to a forfeiture of any property of Borrowers or such  Guarantor;
or

     10.13 Collateral.  If a creditor of any Borrower shall obtain possession of
any of the Collateral by any legal means; or

     10.14  Change in  Control.  If  Francis  M.  Williams  ceases to  control a
majority of the outstanding  shares of Parent,  or if Parent ceases to control a
majority of the outstanding shares of TransCor Waste Services, Inc., or

     10.15  Subordination  Agreements.  If a breach or default  shall occur with
respect to any  subordination  agreement  executed by any  creditor of Borrowers
(including any Affiliate), or if any said agreement shall otherwise terminate or
cause to have legal effect; or

     10.16 Priority of Security  Interest.  If any security  interest or Lien of
Bank  hereunder or under any other  Security  Agreement  shall not  constitute a
perfected  security  interest  of  first  priority  in  the  Collateral  thereby
encumbered, subject only to Permitted Liens; or

     10.17 Loss of Collateral.  If there shall occur any material  loss,  theft,
damage or destruction of any of the Collateral, which loss is not fully insured;
or

     10.18  Material  Adverse  Change.  If Borrowers  suffer a material  adverse
change in their businesses, assets, properties, prospects, results of operation,
or conditions  (financial or other);  then and in each and every such case, Bank
or the holder of each Note may at its option  proceed to protect and enforce its
rights by suit in equity, action at law and/or the appropriate proceeding either
for specific  performance of any covenant or condition  contained in the Note or
in any Loan  Document,  and/or  declare the unpaid balance of the Loans and Note
together  with  all  accrued  interest  to be  forthwith  due and  payable,  and
thereupon  such balance  shall become so due and payable  without  presentation,
protest  or  further  demand  or notice  of any  kind,  all of which are  hereby
expressly waived.

     Borrowers  agree that  default  under any Loan  Document  shall  constitute
default with respect to all Loan Documents.

     Without  limiting  the  foregoing,  upon  the  occurrence  of any  Event of
Default, and at any time thereafter,  Bank shall have the rights and remedies of
a secured  party  under the Code (and the Uniform  Commercial  Code of any other
applicable  jurisdiction) in addition to the rights and remedies provided herein
or in any other instrument or paper executed by Borrowers.

     In addition to any other remedy  available to it, Bank shall have the right
to the extent  provided by law, upon the  occurrence of an Event of Default,  to
seek and obtain the  appointment of a receiver to take possession of and operate
and/or  dispose  of the  business  and  assets  of  Borrowers  and any costs and
expenses  incurred  by Bank in  connection  with such  receivership  shall  bear
interest at the Default Rate.

11.  Indemnification.

     11.1 General. Borrowers agreed to defend, indemnify and hold harmless Bank,
its directors,  officers,  employees,  accountants,  attorneys,  and agents (the
"Indemnitees") from and against any and all claims, demands, judgments, damages,
actions,  causes of action,  injuries,  orders,  penalties,  costs and  expenses
(including  attorneys' fees and costs of court) of any kind  whatsoever  arising
out of or relating  to any breach or default by  Borrowers  or any other  Person
(including  Guarantors) under this Agreement or any Loan Document or the failure
of Borrowers to observe,  perform or discharge  Borrowers'  duties  hereunder or
thereunder.  Without  limiting  the  generality  of  the  foregoing,  Borrowers'
obligation to indemnify  Bank shall include  indemnity  from any and all claims,
demands,  judgments,  damages,  actions,  causes of  action,  injuries,  orders,
penalties,  costs,  and  expenses  arising  out  of or in  connection  with  the
activities of Borrowers,  its  predecessors in interest,  third parties who have
trespassed on Borrowers' property, or parties in a contractual relationship with
Borrowers,  whether  or not  occasioned  wholly  or in  part  by any  condition,
accident or event caused by an act or omission of the  Indemnitees,  which:  (a)
arise out of the actual,  alleged or threatened discharge,  dispersal,  release,
storage,  treatment,  generation,  disposal, or escape of radioactive materials,
radioactivity,  pollutants or other toxic or hazardous substances, including any
solid,  liquid,  gaseous,  or thermal irritant or contaminant,  including smoke,
vapor, soot, fumes, acids, alkalis, chemicals, and waste 9including materials to
be recycled, reconditioned or reclaimed); or (b) actually or allegedly arise out
of the use,  specification,  or inclusion of any product,  material,  or process
containing  chemicals  or  radioactive  material,  the  failure  to  detect  the
existence or proportion of chemicals or radioactive  material in the soil,  air,
surface  water or  groundwater,  or the  performance  or failure to perform  the
abatement of any  pollution  source or the  replacement  or removal of any soil,
water,  surface  water,  or  groundwater  containing  chemicals  or  radioactive
material;  or (c) arises out of or relates to breach by  Borrowers of any of the
provisions of Section 5.21 ("Environmental Matters").

12. Costs and Expenses.

     Borrowers  shall bear all expenses of Bank  (including fees and expenses of
its counsel) in connection  with the  preparation of this Agreement and the Loan
Documents,  and the  issuance  and  delivery  of the  Notes  to Bank and also in
connection  with any  amendment  or  modification  thereto.  Borrowers  agree to
indemnify and save Bank harmless against all broker's and finder's fees, if any.
If, at any time or times hereafter, whether before or after the occurrence of an
Event of Default, Bank employs counsel to advise or provide other representation
with respect to this  Agreement,  or to collect the balance of the Loans,  or to
take any action in or with  respect to any suit or  proceeding  relating to this
Agreement or any of the Loan Documents, or to protect, collect, or liquidate the
Collateral  or to attempt to enforce any  security  interest or Lien  granted to
Bank by Borrowers;  then in any such events,  all of the  reasonable  attorneys'
fees arising from such  services and any  expenses,  costs and charges  relating
thereto shall constitute  additional  obligations of Borrowers payable on demand
of Bank.  Without limiting the foregoing,  Borrowers shall pay or reimburse Bank
for all recording and filing fees,  intangibles  taxes,  documentary and revenue
stamps,  other taxes or other  expenses and charges  payable in connection  with
this  Agreement,  the  Notes or any Loan  Document,  or the  filing  of any Loan
Document,  financing  statements  or  other  instruments  required  by  Bank  in
connection with the Loans.

     12.1 No Waiver. No waiver of any Event of Default hereunder,  and no waiver
of any default or Event of Default under any other Loan Document shall extend to
or shall affect any  subsequent or other than  existing  default or shall impair
any  rights,  remedies  or powers of Bank.  No delay or  omission of Bank or any
subsequent holder of the Notes to exercise any right, remedy, power or privilege
hereunder  after the  occurrence  of such  default or Event of Default  shall be
construed as a waiver of any such default, or acquiescence therein.

     12.1 Headings; Exhibits. Except for the definitions set forth in Article 1,
the headings of the articles,  sections,  paragraphs  and  subdivisions  of this
Agreement are for convenience of reference only, are not to be considered a part
hereof, and shall not limit or otherwise affect any of the terms hereof.  Unless
otherwise expressly indicated,  all references in this Agreement to a section or
an  exhibit  are to a section  or an exhibit  of this  Agreement.  All  exhibits
referred to in this Agreement are an integral part of it and are incorporated by
reference in it.

     12.3  Right of  Setoff.  Upon and  after  the  occurrence  of any  Event of
Default,  Bank may, and is hereby  authorized by each Borrower,  at any time and
from time to time,  to the fullest  extent  permitted by  applicable  laws,  and
without  advance notice to Borrower (any such notice being  expressly  waived by
Borrowers),  setoff and apply any and all deposits (general or special,  time or
demand, provisional or final) at any time held and any other indebtedness at any
time owing by Bank to, or for the credit or the account of, Borrower against any
or all of the Obligations of any Borrower now or hereafter  existing  whether or
not such Obligations have matured and irrespective of whether Bank has exercised
any other  rights  that it has or may have  with  respect  to such  Obligations,
including,  without limitation,  any acceleration rights. The aforesaid right of
setoff may be  exercised  by Bank against any Borrower or against any trustee in
bankruptcy,  debtor in  possession,  assignee for the benefit of the  creditors,
receiver,  or execution,  judgment or attachment creditor of Borrowers,  or such
trustee  in  bankruptcy,  debtor in  possession,  assignee  for the  benefit  of
creditors,   receiver,   or   execution,   judgment  or   attachment   creditor,
notwithstanding the fact that such right of setoff shall not have been exercised
by Bank prior to the making,  filing or issuance, or service upon Bank of, or of
notice  of,  any  such  petition;  assignment  for  the  benefit  of  creditors;
appointment or  application  for the  appointment of a receiver;  or issuance of
execution,  subpoena,  order or  warrant.  Bank  agrees to notify  the  relevant
Borrower  after any such setoff and  application,  provided  that the failure to
give such notice shall not affect the  validity of such setoff and  application.
The rights of Bank under this  section are in  addition to the other  rights and
remedies (including,  without limitation, other rights of setoff) which Bank may
have.

     12.4 Survival of Covenants. All covenants, agreements,  representations and
warranties made herein and in certificates or reports delivered  pursuant hereto
shall be deemed to have been material and relied on by Bank, notwithstanding any
investigation  made by or on behalf of Bank, and shall survive the execution and
delivery to Bank of any Note or Loan Document.

     12.5  Addresses.  Any  notice  or  demand  which by any  provision  of this
Agreement  is  required  or  provided  to be given  shall be deemed to have been
sufficiently given or served for all purposes by being delivered in person or by
facsimile to the party to whom the notice or demand is directed or by being sent
as first class mail, postage prepaid, to the following address: If to Borrowers:
Kimmins Corp., 1501 Second Avenue,  Tampa, Florida 33603,  Attention:  Joseph M.
Williams;  or if any other  address shall at any time be designated by Borrowers
in writing to the holders of record of the Note at the time of such  designation
to such other address;  and if to Bank:  SouthTrust Bank, National  Association,
P.O.  Box  2554,  Birmingham,  Alabama  35290,  Attention:  Asset-Based  Lending
Department (telecopy no.  205-254-4369),  and with a copy to; SouthTrust Bank of
Alabama,  National  Association,  201 North Franklin  Street,  Suite 100, Tampa,
Florida 33602,  Attention:  Sie Kamide  (telecopy no.  813-229-8280);  or if any
other address  shall at any time be designated in writing to Borrowers,  to such
other address.

     12.6 Venue and Jurisdiction.  Borrowers agree that any legal action brought
by Bank to collect the Loans or any  Obligation  or to assert any claim  against
Borrowers  under any Loan Document,  or any part thereof,  may be brought in any
court in the State of Alabama having subject  matter  jurisdiction  and that any
such court will have non-exclusive  jurisdiction,  waives its right to object to
any such action on grounds it is brought in the improper venue,  and irrevocably
consents that any legal action or proceeding  against it under,  arising out of,
or in any manner relating to the Loans,  the  Obligations,  or any Loan Document
may be brought in the Circuit  Court of  Jefferson  County,  Alabama,  or in any
other  Circuit Court of the State of Alabama or in the U.S.  District  Court for
the  Northern  District of Alabama.  Any  judicial  proceeding  by any  Borrower
against Bank under any Loan Document, or any part thereof, shall be brought only
in one of the foregoing courts in Alabama.  Borrowers,  by the execution of this
Agreement,  expressly  and  irrevocably  assent and submit to the  non-exclusive
personal  jurisdiction  of any  such  court in any such  action  or  proceeding.
Borrowers  consent  to the  service of process  relating  to any such  action or
proceeding by mail to the address set forth in this Agreement.

     12.7 Benefits. All of the terms and provisions of this Agreement shall bind
and inure to the benefit of the parties hereto and their  respective  successors
and  assigns.  Borrowers  may not  assign  any of their  rights  or  obligations
hereunder without the prior written consent of Bank.

     12.8  Controlling Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida; provided, however, that if any
of the Collateral shall be located in any jurisdiction  other than Florida,  the
laws of such  jurisdiction  shall govern the method,  manner and  procedure  for
foreclosure of Bank's lien upon such  Collateral  and the  enforcement of Bank's
other remedies in respect of such Collateral to the extent that the laws of such
jurisdiction are different from or inconsistent with the laws of Florida.

     12.9  Participation.  Borrowers  acknowledge  that Bank may, at its option,
sell participation interests in the Loans to participating banks. The amounts of
any such participations  shall be determined solely by the Bank. Borrowers agree
with each present and future  participant in the Loans,  the names and addresses
of which will be furnished  to  Borrowers,  that if an Event and Default  should
occur,  each  present  and future  participant  shall have all of the rights and
remedies  of Bank  with  respect  to any  deposit  due from any  participant  to
Borrowers.  The execution by a participant  of a  participation  agreement  with
Bank, and the execution by Borrowers of this Agreement,  regardless of the order
of execution, shall evidence an agreement between Borrowers and said participant
in accordance with the terms of this section.

     12.10 Miscellaneous. Time is of the essence with respect to this Agreement.
This Agreement and the instruments  and agreements  referred to herein or called
for  hereby  supersede  and  incorporate  all  representations,   promises,  and
statements,  oral or written,  made by Bank in connection  with the Loans.  This
Agreement may not be varied,  altered, or amended except by a written instrument
executed by an authorized  officer of Bank.  In the event of a conflict  between
this  Agreement and any other Loan  Document,  the terms of this  Agreement will
control.  This Agreement may be executed in any number of counterparts,  each of
which, when executed and delivered,  shall be an original, but such counterparts
shall  together  constitute one and the same  instrument.  Any provision in this
Agreement  which  may be  unenforceable  or  invalid  under  any  law  shall  be
ineffective  to the  extent  of  such  unenforceability  or  invalidity  without
affecting the enforceability or validity of any other provisions hereof.

     12.11 Joint and Several Liability.  All obligations of each Person named as
Borrower  shall be joint  and  several  obligations  of all  such  Persons.  The
obligations of each Borrower  pursuant to this Agreement,  the Revolving  Credit
Note,  the  Term  Note,  the  Pledge  Agreements,  and the  Registration  Rights
Agreement,  and all other instruments,  documents thereof and the obligations of
each Borrower  hereunder and thereunder  shall not be impaired or avoided due to
(i) the  unenforceability  of such obligations  against any other party which is
any Borrower or (ii) the incapacity or lack of authority of any signatory of any
Borrower;  and Bank may  compromise  or  settle,  extend  the time for  payment,
discharge  or waive  performance  of or refuse to enforce or release  all or any
part  of any and all of the  Obligations  and  Collateral  and may  grant  other
indulgences to one of more Borrowers in respect thereof or release or substitute
any one or more of Borrowers,  all without otherwise  affecting or impairing the
joint and several obligations of Borrowers hereunder and thereunder.

     12.12  Limitation of Grant.  Nothing in this Agreement,  whether express or
implied,  is intended or should be construed to confer upon, or to grant to, any
person, except Bank and Borrowers,  any right, remedy, or claim under or because
of either  this  Agreement  or any  provision  of it. The  rights,  duties,  and
obligations of Borrowers under this Agreement are not assignable or delegable.

     12.13 WAIVER OR RIGHT TO TRIAL BY JURY. BORROWERS AND BANK HEREBY WAIVE ANY
RIGHT TO TRIAL BY JURY ON ANY CLAIM,  COUNTERCLAIM,  SETOFF,  DEMAND,  ACTION OR
CAUSE OF ACTION (A) ARISING OUT OF OR IN ANY WAY  PERTAINING OR RELATING TO THIS
AGREEMENT,  THE NOTES, THE LOAN DOCUMENTS, OR ANY OTHER INSTRUMENT,  DOCUMENT OR
AGREEMENT  EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR (B) IN ANY
WAY CONNECTED  WITH OR PERTAINING OR RELATED TO OR INCIDENTAL TO ANY DEALINGS OF
THE  PARTIES  HERETO  WITH  RESPECT  TO THIS  AGREEMENT,  THE  NOTES,  THE  LOAN
DOCUMENTS, OR ANY OTHER INSTRUMENT,  DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH OR IN CONNECTION WITH THE TRANSACTIONS RELATED THERETO OR
CONTEMPLATED  THEREBY OR THE  EXERCISE  OF EITHER  PARTY'S  RIGHTS AND  REMEDIES
THEREUNDER,  IN ALL OF THE  FOREGOING  CASES  WHETHER NOW  EXISTING OR HEREAFTER
ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.  BORROWER AND BANK
AGREE  THAT  EITHER OR BOTH OF THEM MAY FILE A COPY OF THIS  PARAGRAPH  WITH ANY
COURT AS WRITTEN  EVIDENCE OF THE KNOWING,  VOLUNTARY  AND  BARGAINED  AGREEMENT
BETWEEN THE PARTIES  IRREVOCABLY TO WAIVE TRIAL BY JURY, AND THAT ANY DISPUTE OR
CONTROVERSY  WHATSOEVER  BETWEEN  THEM  SHALL  INSTEAD  BE  TRIED  IN A COURT OF
COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

     IN WITNESS WHEREOF, each Borrower and Bank has caused this instrument to be
executed by its duly authorized officer.

                                  BORROWERS:

                                  KIMMINS CORP.


                                  By:  /s/ Norman S. Dominiak
                                      -----------------------------------
                                      Norman S. Dominiak
                                      Vice President/Chief Financial Officer


                                   TRANSCOR WASTE SERVICES, INC.


                                   By: /s/ Norman S. Dominiak
                                      -----------------------------------
                                      Norman S. Dominiak
                                      Vice President/Chief Financial Officer



<PAGE>


                                   KIMMINS RECYCLING CORP.


                                   By: /s/ Norman S. Dominiak
                                      ----------------------------------
                                      Norman S. Dominiak
                                      Vice President/Chief Financial Officer


                                   FOURTH AVENUE HOLDINGS, INC.


                                   By: /s/ Norman S. Dominiak
                                      ----------------------------------
                                      Norman S. Dominiak
                                      Vice President/Chief Financial Officer


                                   LANTANA EIGHTH AVENUE CORP.



                                   By: /s/ Norman S. Dominiak
                                      ----------------------------------
                                      Norman S. Dominiak
                                      Vice President/Chief Financial Officer

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