<PAGE>

                                                                   EXHIBIT 10.19


                     AMENDMENT NUMBER SIX TO LOAN AGREEMENT

       THIS AMENDMENT NUMBER SIX TO LOAN AGREEMENT (this "Amendment"), dated as
of March 8, 2002, is entered into by and among PHILIP SERVICES CORPORATION, a
Delaware corporation ("Parent"), each of Parent's Subsidiaries identified on the
signature pages hereof (such Subsidiaries, together with Parent, each a
"Borrower" and collectively, jointly and severally, the "Borrowers"), each of
the lenders that is a signatory to this Amendment (together with its successors
and permitted assigns, individually, a "Lender" and, collectively, the
"Lenders"), and FOOTHILL CAPITAL CORPORATION, a California corporation, as the
arranger and administrative agent for the Lenders (in such capacity, together
with its successors, if any, in such capacity, "Agent" and together with the
Lenders, collectively, the "Lender Group"):

                               W I T N E S S E T H

       WHEREAS, the Borrowers and the Lender Group are parties to that certain
Loan Agreement, dated as of March 31, 2000, as amended by those certain
Amendments Numbers One, Two, Three, Four and Five to Loan Agreement dated as of
March 28, 2001, May 18, 2001, November 19, 2001, January 29, 2002, and February
19, 2002 respectively (as amended, restated, supplemented, or modified from time
to time, the "Loan Agreement");

       WHEREAS, the Borrowers have requested that the Lender Group consent to
the amendment of the Loan Agreement and to provide a series of additional
optional Overadvances to Borrowers as set forth herein; and

       WHEREAS, subject to the satisfaction of the conditions set forth herein,
the Lender Group is willing to so consent to the amendment of the Loan Agreement
and to provide such additional optional Overadvances.

       NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.     DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the Loan Agreement, as
amended hereby.

2.     AMENDMENTS TO LOAN AGREEMENT.

       (a)    Section 1.1 of the Loan Agreement is hereby amended by inserting
the following definition in its proper alphabetical location:

              "Collateral Amount" has the meaning set forth in Section 2.6.

              "Sixth Amendment" means that certain Amendment Number Six to Loan
       Agreement, dated as of March 8, 2002, among the Borrowers and the Lender
       Group.

              "Second Overadvance Fee" has the meaning set forth in Section
       2.12(j).

                                       1
<PAGE>

       (b)    The first paragraph of Section 2.4(i) of the Loan Agreement is
hereby amended and restated in its entirety as follows:

       (c)    "(i) OPTIONAL OVERADVANCES. Any contrary provision of this
Agreement notwithstanding, if the condition for borrowing under Section 3.3(d)
cannot be fulfilled, the Lenders nonetheless hereby authorize Agent or Swing
Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not
obligated to, knowingly and intentionally continue to make Tranche A Advances
(including Swing Loans) to Borrowers, such failure of condition notwithstanding,
so long as, at the time any such Tranche A Advance is made, (i) the outstanding
Tranche A Usage does not exceed the Borrowing Base by more than $31,000,000,
(ii) after giving effect to any such Overadvance, the then extant amount of
Tranche A Advances does not exceed $50,000,000, and (iii) after giving effect to
any such Overadvance, the aggregate amount of outstanding optional Overadvances
made by Agent and Swing Lenders to Borrowers pursuant to this Section 2.4(i)
shall not exceed $31,000,000. The foregoing provisions are for the sole and
exclusive benefit of Agent, Swing Lenders, and the Lenders and are not intended
to benefit Borrowers in any way. The Advances and Swing Loans, as applicable,
that are made pursuant to this Section 2.4(i) shall be subject to the same terms
and conditions as any other Advance or Swing Loan, as applicable, except that
the rate of interest applicable thereto shall be the rates set forth in Section
2.7(c) hereof without regard to the presence or absence of a Default or Event of
Default."

       (d)    Section 2.6 of the Loan Agreement is hereby amended and restated
in its entirety as follows:

              "2.6 OVERADVANCES. If, at any time or for any reason, the amount
of Obligations owed by Borrowers to the Lender Group pursuant to Sections 2.1,
2.2, or 2.3 is greater than either the Dollar or percentage limitations set
forth in Sections 2.1, 2.2, or 2.3, (an "Overadvance"), except with respect to
optional Overadvances provided for in Section 2.4(i), Borrowers immediately
shall pay to Agent, in cash, the amount of such excess, which amount shall be
used by Agent to reduce the Obligations in accordance with the priority set
forth in Section 2.5(b), with any remaining amount being held by Agent, for the
ratable benefit of Agent and those Lenders having a Tranche A Commitment, as
cash collateral for the Obligations with respect to the Letters of Credit (the
"Collateral Amount"); provided, however, that if, at any time and for any
reason, Borrowers' Combined Availability is greater than zero, Agent shall
immediately release the Collateral Amount to the extent of such Combined
Availability and apply such amount in accordance with the priorities set forth
in Section 2.5(b). In addition, each Borrower, jointly and severally, hereby
promises to pay the Obligations (including principal, interest, fees, costs, and
expenses) in Dollars in full to Agent for the account of the Lender Group as and
when due and payable under the terms of this Agreement and the other Loan
Documents."

       (e)    Section 2.12 of the Loan Agreement is hereby amended by deleting
the word "and" at the end of clause (h), by deleting the period at the end of
clause (i) and replacing it with a comma, and by adding the following new clause
(j):

                                       2
<PAGE>

              "(j)   SECOND OVERADVANCE FEE. For the ratable benefit of each
Lender which acts as a Swing Lender in connection with the optional Overadvance
provided for under the Sixth Amendment, a fee of $2,000,000 (the "Second
Overadvance Fee"), which shall be fully earned and non-refundable, and shall be
due and payable in full in immediately available funds from the proceeds of the
initial optional Overadvances made pursuant to the Sixth Amendment."

3.     OTHER AGREEMENTS.

       (a)    Arnos Corporation, a Nevada corporation ("Arnos Swing Lender"),
hereby agrees pursuant to the provisions of Section 2.4(i) of the Loan Agreement
to make one or more Overadvances, as Swing Loans, in a maximum aggregate amount
not in excess of $14,000,000 (the "Second Arnos Overadvances"), so long as, as
of the date of the requested Second Arnos Overadvance, each of the conditions
precedent set forth in Sections 3.3(a), (b), and (c) of the Loan Agreement have
been satisfied; provided, however that Arnos Swing Lender hereby waives the
occurrence of the Default or Event of Default resulting from Borrowers' failure
to maintain the financial covenants set forth in Section 7.19 of the Loan
Agreement for the 12 months ended December 31, 2001 solely as a condition
precedent to the obligation of Arnos Swing Lender to make a Second Arnos
Overadvance (provided that such waiver of such condition precedent shall not be
construed as a waiver by any member of the Lender Group of the existence and
continuance of such Event of Default or of any other Default or Event of
Default).

       (b)    Madeleine LLC, a Delaware limited liability company, together with
certain of its Affiliates (collectively, "Madeleine Swing Lender") hereby
agrees, pursuant to the provisions of Section 2.4(i) of the Loan Agreement to
make one or more Overadvances, as Swing Loans, in a maximum aggregate amount not
in excess of $6,000,000 (the "Second Madeleine Overadvances"; the Second Arnos
Overadvances and the Second Madeleine Overadvances, collectively the "Second
Designated Overadvances"), so long as, as of the date of the requested Second
Madeleine Overadvance, each of the conditions precedent set forth in Sections
3.3(a), (b), and (c) of the Loan Agreement have been satisfied; provided,
however that Madeleine Swing Lender hereby waives the occurrence of the Default
or Event of Default resulting from Borrowers' failure to maintain the financial
covenants set forth in Section 7.19 of the Loan Agreement for the 12 months
ended December 31, 2001 solely as a condition precedent to the obligation of
Madeleine Swing Lender to make a Second Madeleine Overadvance (provided that
such waiver of such condition precedent shall not be construed as a waiver by
any member of the Lender Group of the existence and continuance of such Event of
Default or of any other Default or Event of Default).

       (c)    By the execution of this Amendment, (i) Agent hereby appoints
Arnos Swing Lender to act as a Swing Lender in respect of the Second Arnos
Overadvances, and Arnos Swing Lender hereby accepts such appointment and agrees
to act as a Swing Lender in respect of the Second Arnos Overadvances; and (ii)
Agent hereby appoints Madeleine Swing Lender to act as a Swing Lender in respect
of the Second Madeleine Overadvances, and


                                       3
<PAGE>

Madeleine Swing Lender hereby accepts such appointment and agrees to act as a
Swing Lender in respect of the Second Madeleine Overadvances.

       (d)    Each of the parties hereto hereby agrees that, the provisions of
the Loan Agreement to the contrary notwithstanding (including without
limitation, the provisions of Sections 2.4(i) and 2.7(a) of the Loan Agreement),
the Second Designated Overadvances shall bear interest on the Daily Balance
thereof at a per annum rate equal to the Base Rate plus 5.0 percentage points.

       (e)    Each of the parties hereto hereby agrees that, the provisions of
the Loan Agreement and the other Loan Documents to the contrary notwithstanding
(including without limitation, the provisions of Section 2.5(b) of the Loan
Agreement), (i) all payments and all proceeds of Collateral which would
otherwise be applied to pay interest due in respect of the Second Designated
Overadvances pursuant to Section 2.5(b)(F) of the Loan Agreement shall not be
paid until all accrued interest in respect of each other Obligation has been
paid in full, and shall thereafter be applied ratably to pay all interest due in
respect of the Second Designated Overadvances until paid in full, and (ii) all
payments and all proceeds of Collateral which would otherwise be applied to pay
the principal amount of the Second Designated Overadvances shall not be paid
until the principal amount of each other Obligation has been paid in full, and
shall thereafter be applied ratably to pay the principal amount of the Second
Designated Overadvances until paid in full.

       (f)    Each of the parties hereto hereby agrees that, the provisions of
the Loan Agreement notwithstanding (including without limitation the provisions
of Section 2.4(f)), except for the respective obligations of Arnos Swing Lender
and Madeleine Swing Lender to reimburse Agent in full for the principal amount
of each of the Second Designated Overadvances made by Agent on behalf of Arnos
Swing Lender and Madeleine Swing Lender respectively, each of the calculations
set forth pursuant to Section 2.4(f) of the Loan Agreement shall be made without
regard to the Second Designated Overadvances, and no Lender shall have any
obligations with any other Lender under Section 2.4 of the Loan Agreement in
respect of the Second Designated Overadvances.

       (g)    Each of the parties hereto hereby agrees that, amounts borrowed as
Second Designated Overadvances and repaid may not be reborrowed as Second
Designated Overadvances.

       (h)    Upon the effectiveness of this Amendment, each of the Borrowers
hereby (i) requests one or more Second Designated Overadvances in an aggregate
amount equal to the amount of the Second Overadvance Fee, and (ii) agrees to
immediately pay all of the proceeds of such initial Second Designated
Overadvances to Agent as a payment of the Second Overadvance Fee.

       (i)    If, after the date hereof, an Overadvance (other than an optional
Overadvance made pursuant to this Amendment or the Fourth Amendment) exists due
to a change in the amount of the Borrowing Base, each Borrower hereby authorizes
the Lender Group to make one or more Second Designated Overadvances, in an
aggregate amount equal to the amount


                                       4
<PAGE>

necessary to satisfy Borrowers' obligations pursuant to Section 2.6 of the Loan
Agreement with respect to the Overadvance created by such change in the
Borrowing Base.

       (j)    Each Borrower authorizes Agent to retain a consultant selected
jointly by Arnos Swing Lender and Madeleine Swing Lender, in their sole
discretion, (A) to prepare for the Lender Group weekly cash flow projections and
other financial reports requested by the Lender Group in its sole discretion
with respect to the Borrowers, (B) to analyze Borrowers' Borrowing Base
calculations, and (C) to advise the Lender Group regarding such matters, the
needs of the Borrowers for Advances and other financial accommodations, and such
other matters as the Lender Group may request in its sole discretion, and to
charge all fees and expenses incurred by such consultant to Borrowers' Loan
Account.

       (k)    The agreements set forth herein are limited to the specifics
hereof and shall not be construed as an agreement by any member of the Lender
Group, except to the extent expressly set forth herein, (i) to make an
Overadvance in the future, (ii) to appoint any Lender as a Swing Lender in the
future, or (iii) to accept such appointment as a Swing Lender in the future.

4.     CONDITIONS PRECEDENT. The satisfaction of each of the following shall
constitute conditions precedent to the effectiveness of this Amendment:

       (a)    The representations and warranties in the Loan Agreement and the
other Loan Documents shall be true and correct in all respects on and as of the
date hereof, as though made on such date (except to the extent that such
representations and warranties relate solely to an earlier date);

       (b)    Agent shall have received the reaffirmation and consent of each
Guarantor attached hereto as Exhibit A, duly executed and delivered by an
authorized official of each Guarantor;

       (c)    Except for any Default or Event of Default occurring as a result
of the failure of Borrowers to maintain any of the financial covenants set forth
in Section 7.19 of the Loan Agreement for the 12 months ended December 31, 2001,
no Default or Event of Default shall have occurred and be continuing on the date
hereof or as of the date of the effectiveness of this Amendment; and

       (d)    No injunction, writ, restraining order, or other order of any
nature prohibiting, directly or indirectly, the consummation of the transactions
contemplated herein shall have been issued and remain in force by any
Governmental Authority against any Obligor or the Lender Group.

5.     CONSTRUCTION. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN THE STATE OF NEW YORK.



                                       5
<PAGE>

6.     ENTIRE AMENDMENT; EFFECT OF AMENDMENT. This Amendment, and terms and
provisions hereof, constitute the entire agreement among the parties pertaining
to the subject matter hereof and supersedes any and all prior or contemporaneous
amendments relating to the subject matter hereof. Except for the amendments to
the Loan Agreement expressly set forth in Section 2 hereof, the Loan Agreement
and other Loan Documents shall remain unchanged and in full force and effect.
The execution, delivery, and performance of this Amendment shall not operate as
a waiver of or, except as expressly set forth herein, as an amendment of, any
right, power, or remedy of the Lender Group as in effect prior to the date
hereof (including without limitation, with respect to any Default or Event of
Default occurring as a result of the failure of Borrowers to comply with the
covenants set forth in Section 7.19 of the Loan Agreement or with any other
provision of any Loan Document). The amendments and other agreements set forth
herein are limited to the specifics hereof, shall not apply with respect to any
facts or occurrences other than those on which the same are based, shall not
excuse future non-compliance with the Loan Agreement, and shall not operate as a
consent to any further or other matter, under the Loan Documents. To the extent
any terms or provisions of this Amendment conflict with those of the Loan
Agreement or other Loan Documents, the terms and provisions of this Amendment
shall control. This Amendment is a Loan Document.

7.     COUNTERPARTS; TELEFACSIMILE EXECUTION. This Amendment may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Amendment by
signing any such counterpart. Delivery of an executed counterpart of this
Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by telefacsimile also shall deliver an
original executed counterpart of this Amendment, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.

8.     MISCELLANEOUS.

       (a)    Upon the effectiveness of this Amendment, each reference in the
Loan Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of
like import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.

       (b)    Upon the effectiveness of this Amendment, each reference in the
Loan Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or
words of like import referring to the Loan Agreement shall mean and refer to the
Loan Agreement as amended by this Amendment.



                                       6
<PAGE>




       IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered as of the date first written above.

                                  PHILIP SERVICES CORPORATION,
                                  a Delaware corporation

                                  PSC BY-PRODUCTS SERVICES, INC.,
                                  a Delaware corporation

                                  PSC INDUSTRIAL OUTSOURCING, INC.,
                                  a Delaware corporation

                                  PSC METALS, INC.,
                                  an Ohio corporation

                                  PSC INDUSTRIAL SERVICES, INC.,
                                  a Delaware corporation

                                  REPUBLIC ENVIRONMENTAL RECYCLING
                                  (NEW JERSEY), INC.,
                                  a Delaware corporation

                                  NORTHLAND ENVIRONMENTAL, INC.,
                                  a Delaware corporation

                                  SOLVENT RECOVERY CORPORATION,
                                  a Missouri corporation

                                  PHILIP ENVIRONMENTAL SERVICES
                                  CORPORATION,
                                  a Missouri corporation

                                  COUSINS WASTE CONTROL CORPORATION,
                                  an Ohio corporation

                                  21ST CENTURY ENVIRONMENTAL
                                  MANAGEMENT, INC. OF NEVADA,
                                  a Nevada corporation

                                  21ST CENTURY ENVIRONMENTAL
                                  MANAGEMENT, INC. OF RHODE ISLAND,
                                  a Rhode Island corporation

                                      S-1
<PAGE>

                                  CHEMICAL POLLUTION CONTROL, INC.
                                  OF NEW YORK - A 21ST CENTURY
                                  ENVIRONMENTAL MANAGEMENT COMPANY,
                                  a New York corporation

                                  BURLINGTON ENVIRONMENTAL INC.,
                                  a Washington corporation

                                  REPUBLIC ENVIRONMENTAL SYSTEMS
                                  (PENNSYLVANIA), INC.,
                                  a Pennsylvania corporation

                                  CHEMICAL POLLUTION CONTROL, INC.
                                  OF FLORIDA - A 21ST CENTURY
                                  ENVIRONMENTAL MANAGEMENT COMPANY,
                                  a Florida corporation

                                  RESOURCE RECOVERY CORPORATION,
                                  a Washington corporation

                                  REPUBLIC ENVIRONMENTAL SYSTEMS
                                  (TRANSPORTATION GROUP), INC.,
                                  a Pennsylvania corporation

                                  CHEM-FREIGHT, INC.,
                                  an Ohio corporation

                                  NORTRU, INC.,
                                  a Michigan corporation

                                  CHEMICAL RECLAMATION SERVICES,
                                  INC.,
                                  a Texas corporation

                                  PHILIP RECLAMATION SERVICES,
                                  HOUSTON, INC.,
                                  a Texas corporation

                                  THERMALKEM INC.,
                                  a Delaware corporation

                                  ALLWORTH, INC.,
                                  an Alabama corporation

                                      S-2
<PAGE>

                                  RHO-CHEM CORPORATION,
                                  a California corporation

                                  CYANOKEM INC.,
                                  a Michigan corporation

                                  INTERNATIONAL CATALYST, INC.,
                                  a Nevada corporation

                                  ALLWASTE TANK CLEANING, INC.,
                                  a Georgia corporation

                                  CAPPCO TUBULAR PRODUCTS USA, INC.,
                                  a Georgia corporation

                                  PHILIP METALS (NEW YORK), INC.,
                                  a New York corporation

                                  TOTAL REFRACTORY SYSTEMS, INC.,
                                  a Nevada corporation

                                  PHILIP SERVICES / NORTH CENTRAL, INC.,
                                  an Iowa corporation

                                  RMF GLOBAL, INC.,
                                  an Ohio corporation

                                  JESCO INDUSTRIAL SERVICE, INC.,
                                  a Kentucky corporation

                                  PHILIP METALS (USA), INC.,
                                  an Ohio corporation

                                  PHILIP METALS RECOVERY (USA) INC.,
                                  an Arizona corporation

                                  ACE/ALLWASTE ENVIRONMENTAL
                                  SERVICES OF INDIANA, INC.,
                                  an Illinois corporation

                                  LUNTZ ACQUISITION (DELAWARE)
                                  CORPORATION,
                                  a Delaware corporation

                                  SERV-TECH EPC, INC.,
                                  a Nevada corporation

                                      S-3
<PAGE>

                                  PHILIP SERVICES PHENCORP
                                  INTERNATIONAL INC.,
                                  a Delaware corporation

                                  PHILIP TRANSPORTATION AND
                                  REMEDIATION, INC.,
                                  a California corporation

                                  DELTA MAINTENANCE, INC.,
                                  a Louisiana corporation

                                  PHILIP SERVICES CECATUR HOLDINGS LLC,
                                  a Delaware limited liability company
                                  BY:  PHILIP SERVICES CECATUR, INC.
                                  Its:  Sole Member

                                  PHILIP SERVICES CECATUR INC.,
                                  a Delaware corporation

                                  PHILIP SERVICES (PHENCORP) LLC,
                                  a Delaware limited liability company
                                  BY:  PHILIP SERVICES PHENCORP
                                  INTERNATIONAL, INC.
                                  Its:  Sole Member

                                  PSC RECOVERY SYSTEMS, INC.,
                                  a Georgia corporation

                                  REPUBLIC ENVIRONMENTAL SYSTEMS
                                  (TECHNICAL SERVICES GROUP), INC.,
                                  a New Jersey corporation

                                  RMF INDUSTRIAL CONTRACTING, INC.,
                                  a Michigan corporation

                                  BY:
                                     -------------------------------------------
                                           Thomas P. O'Neill, Jr.
                                  a Vice President of each of the above listed
                                  entities which is not a limited liability
                                  company, and as Vice President of the member
                                  entity of any limited liability company


                                      S-4
<PAGE>




                                  FOOTHILL CAPITAL CORPORATION,
                                  a California corporation, as Agent
                                  and as a Lender


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





                                      S-5
<PAGE>


                                  FOOTHILL INCOME TRUST L.P.,
                                  a Delaware limited partnership, as a Lender

                                  By:  FIT GP, LLC, its general partner


                                       By:
                                          --------------------------------------
                                       Its: Managing Member

                                  FOOTHILL PARTNERS III, L.P.,
                                  a Delaware limited partnership, as a Lender


                                  By:
                                     -------------------------------------------
                                  Its:     Managing General Partner





                                      S-6
<PAGE>


                                  ABLECO FINANCE LLC,
                                  a Delaware limited liability company,
                                  as a Lender


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





                                      S-7
<PAGE>


                                 MADELEINE LLC,
                                 a New York limited liability company,
                                 as a Lender


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





                                      S-8
<PAGE>


                                 ARNOS CORPORATION,
                                 a Nevada corporation, as a Lender


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






                                      S-9
<PAGE>





                                    EXHIBIT A

                            REAFFIRMATION AND CONSENT

       All capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed to them in that certain Loan Agreement by and among
PHILIP SERVICES CORPORATION, a Delaware corporation ("Parent"), each of Parent's
Subsidiaries identified on the signature pages hereof (such Subsidiaries,
together with Parent, each a "Borrower" and collectively, jointly and severally,
the "Borrowers"), each of the lenders that is a signatory to this Amendment
(together with its successors and permitted assigns, individually, "Lender" and,
collectively, "Lenders"), and FOOTHILL CAPITAL CORPORATION, a California
corporation, as the arranger and administrative agent for the Lenders (in such
capacity, together with its successors, if any, in such capacity, "Agent" and
together with the Lenders, collectively, the "Lender Group"), dated as of March
31, 2000, as amended by those certain Amendments Numbers One, Two, Three, Four
and Five to Loan Agreement dated as of March 28, 2001, May 18, 2001, November
19, 2001, January 29, 2002, and February 19, 2002 respectively (as amended,
restated, supplemented or otherwise modified, the "Loan Agreement") or in
Amendment Number Six to Loan Agreement, dated as of March 8, 2002 (the
"Amendment"), among the Borrowers and Lender Group. The undersigned hereby (a)
represent and warrant to the Lender Group that the execution, delivery, and
performance of this Reaffirmation and Consent are within its powers, have been
duly authorized by all necessary action, and are not in contravention of any
law, rule, or regulation, or any order, judgment, decree, writ, injunction, or
award of any arbitrator, court, or governmental authority, or of the terms of
its charter or bylaws, or of any contract or undertaking to which it is a party
or by which any of its properties may be bound or affected; (b) consents to the
transactions contemplated by the Amendment; (c) acknowledges and reaffirms its
obligations owing to the Lender Group under any Loan Documents to which it is a
party; and (d) agrees that each of the Loan Documents to which it is a party is
and shall remain in full force and effect. Although the undersigned has been
informed of the matters set forth herein and has acknowledged and agreed to
same, it understands that the Lender Group has no obligations to inform it of
such matters in the future or to seek its acknowledgment or agreement to future
amendments, and nothing herein shall create such a duty. Delivery of an executed
counterpart of this Reaffirmation and Consent by telefacsimile shall be equally
as effective as delivery of an original executed counterpart of this
Reaffirmation and Consent. Any party delivering an executed counterpart of this
Reaffirmation and Consent by telefacsimile also shall deliver an original
executed counterpart of this Reaffirmation and Consent but the failure to
deliver an original executed counterpart shall not affect the validity,
enforceability, and binding effect of this Reaffirmation and Consent. This
Reaffirmation and Consent shall be governed by the laws of the State of New
York.

                            [signature page follows]




<PAGE>







       IN WITNESS WHEREOF, the undersigned have each caused this Reaffirmation
and Consent to be executed as of the date of the Amendment.

                                 PHILIP SERVICES INC.,
                                 an Ontario corporation

                                 By:
                                    --------------------------------------------
                                      Name:        Thomas P. O'Neill, Jr.
                                      Title:       Vice President and Treasurer



                                 PHILIP ANALYTICAL SERVICES INC.,
                                 an Ontario corporation

                                 By:
                                    --------------------------------------------
                                      Name:        Thomas P. O'Neill, Jr.
                                      Title:       Vice President and Treasurer



                                 PHILIP INVESTMENT CORP.,
                                 an Ontario corporation

                                 By:
                                    --------------------------------------------
                                      Name:        Thomas P. O'Neill, Jr.
                                      Title:       Vice President and Treasurer



                                 ST DELTA CANADA, INC.,
                                 an Ontario corporation

                                 By:
                                    --------------------------------------------
                                      Name:        Thomas P. O'Neill, Jr.
                                      Title:       Vice President and Treasurer

<PAGE>


                                 NORTRU, LTD.,
                                 an Ontario corporation

                                 By:
                                    --------------------------------------------
                                      Name:        Thomas P. O'Neill, Jr.
                                      Title:       Vice President and Treasurer



                                 ALLIES STAFFING LTD.,
                                 an Ontario corporation

                                 By:
                                    --------------------------------------------
                                      Name:        Thomas P. O'Neill, Jr.
                                      Title:       Vice President and Treasurer



                                 SERVTECH CANADA, INC.,
                                 a Canadian corporation

                                 By:
                                    --------------------------------------------
                                      Name:        Thomas P. O'Neill, Jr.
                                      Title:       Vice President and Treasurer



                                 ARC DUST PROCESSING (BARBADOS)
                                 LIMITED,
                                 a Barbados corporation

                                 By:
                                    --------------------------------------------
                                      Name:        Thomas J. Olsen
                                      Title:       Director

<PAGE>


                                 PHILIP INTERNATIONAL
                                 DEVELOPMENT INC.,
                                 a Barbados corporation

                                 By:
                                    --------------------------------------------
                                      Name:        Thomas J. Olsen
                                      Title:       Director