<PAGE>                                           


                             UNITED STATES
                  Securities and Exchange Commission
                         Washington, DC 20549
                                   
                               FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
                                   
For the Quarterly Period Ended: January 31, 1999
                                   
                                  Or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


For the transition period from            to


                                0-3255
                       (Commission File Number)
                                   
                         JAYARK CORPORATION
        (Exact name of registrant as specified in its charter)
                                   
      DELAWARE                                        13-1864519
(State or other jurisdiction of incorporation)        (IRS EIN)

             Post Office Box 741528, Houston, Texas 77274
          (Address of principal executive offices) (Zip Code)
                                   
                           (713) 783-9184
         (Registrant's telephone number, including area code)

                                   
  (Former name, former address and fiscal year, if changed since last
                               report.)

      Indicate  by check mark whether the registrant (1) has filed  all
reports  to be filed by Section 13 or 15(d) of the Securities  Exchange
Act  of 1934 during the preceding 12 months (or for such shorter period
that  the  registrant was required to file such reports), and  (2)  has
been subject to such filing requirements for the past 90 days.

YES [X] NO [ ]

      Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:

               Class                    Outstanding at January 31, 1999
     Common Stock $0.01 Par Value               27,663,597

<PAGE>
                                Part I.
                                Item I.
                  Jayark Corporation and Subsidiaries
                      Consolidated Balance Sheets
<TABLE>
<CAPTION>


                                                      Unaudited        Audited
                                                      1/31/99          04/30/98
                                                     ----------       ----------
<S>                                                      <C>              <C>
Assets
Current Assets                                         
Cash and Cash Equivalents                              $427,646        $238,858
Accounts Receivable-Trade, Less Allowance For         1,679,217       1,723,833
Doubtful Accounts of $82,000 at 1/31/99 and $38,000 at 4/30/98           
Other Accounts Receivable                                16,160           2,277
Inventories                                             435,811         271,564
Other Current Assets                                     46,101          35,046
                                                      ---------        ---------
Total Current Assets                                  2,604,935       2,271,578
                                                                          
Non Current Assets                                                        
Property & Equipment, Less Accum Depr & Amort           169,527          94,644
Excess of Cost Over Net Assets of Businesses Acquired,  252,722         268,742
Less Accum Amort of $479,715 at 1/31/99 and $448,000 at 4/30/98
                                                      ---------        ---------
Total Non-Current Assets                                422,249         363,386
                                                      ---------        ---------
Total Assets                                         $3,027,184      $2,634,964
                                                     ==========       ==========
                                                                          
Liabilities                                                               
Current Liabilities                                                       
Notes Payable & Line of Credit                         $650,000        $300,000
Current Maturities of Long Term Debt                        699           5,899
Accounts Payable                                        433,631         881,266
Other Payables                                          187,465         197,192
Accrued Salaries and Deferred Compensation              350,730         298,734
Other Current Liabilities                               568,871         431,418
                                                      ---------        ---------
Total Current Liabilities                             2,191,396       2,114,509
                                                                          
Non Current Liabilities                                                   
Notes Payable to Related Parties                      1,005,603       2,046,021
Subordinated Debentures                                 613,263       1,400,000
                                                      ---------        ---------
Total Non Current Liabilities                         1,618,866       3,446,021
                                                      ---------        ---------
Total Liabilities                                    $3,810,262      $5,560,530
                                                     ==========       ==========
                                                                          
Stockholders' Equity (Deficit)                                            
Common Stock of $.01 Par Value at 1/31/99 and $.30 at   276,636       2,766,359
4/30/98.  Authorized 30,000,000 Shares at 1/31/99 and 
10,000,000 Shares at 4/30/98. Issued 27,663,597 Shares
at 1/31/99 and 9,221,199 Shares at 4/30/98
Additional Paid-In Capital                           12,350,084       8,066,122
Deficit                                             (13,409,798)    (13,758,047)
                                                      ---------       ---------
Total Stockholders' Equity (Deficit)                  $(783,078)    $(2,925,566)
                                                      ---------       ---------
Total Liabilities & Stockholders' Equity (Deficit)    $3,027,184     $2,634,964
                                                      ==========     ==========

      See accompanying notes to consolidated financial statements

</TABLE>
<PAGE>


                  Jayark Corporation and Subsidiaries
                 Consolidated Statements of Operations
                              (Unaudited)

<TABLE>
<CAPTION>
                                     Three Months Ended     Nine Months Ended
                                      1/31/99   1/31/98     1/31/99    1/31/98
                                    ----------  ---------  ---------  ----------

<S>                                     <C>        <C>         <C>       <C>
Net Revenues                       $3,316,028 $2,636,318 $11,624,040 $9,957,922
Cost of Revenues                    2,766,779  2,183,880   9,896,455  8,424,279
                                   ----------  ---------  ---------  ----------
Gross Margin                          549,249    452,438   1,727,585  1,533,643
                                                                          
Selling, General and Administrative   424,422    430,151   1,333,992  1,313,531
                                   ----------  ---------  ---------  ----------
Operating Income                      124,827     22,287     393,593    220,112
                                                                          
Interest Expense                       50,315     92,846     248,776    274,419
(Gain)/Loss on Sale of Assets        (203,432)      --      (203,432)     --  
                                   ----------  ---------  ---------  ----------
                                                                          
Pre Tax Earnings (losses)             277,944    (70,559)    348,249    (54,307)
                                                                         
Prov for Income Taxes (Benefit from)    --          --          --          --
                                   ----------  ---------  ---------  ----------
Net Income (loss)                    $277,944   $(70,559)   $348,249   $(54,307)
                                   ==========  =========  =========  ==========

Basic & Diluted Earnings(Loss)
per Common Share                      $.01       $(.01)       $.02      $(.01)
                                   ==========  =========  =========  ==========
Weighted Average Common Shares:                                           
Basic and Diluted                  27,663,597 9,221,199   15,368,665  9,221,199
                                   ==========  =========  =========  ==========

                                                                          
      See accompanying notes to consolidated financial statements

</TABLE>
<PAGE>

                  Jayark Corporation and Subsidiaries
                 Consolidated Statement of Cash Flows
                       For the Nine Months Ended
                              (Unaudited)
<TABLE>
<CAPTION>

                                                      1/31/99           1/31/98
                                                    -----------       ----------
<S>                                                     <C>               <C>
Cash Flows From Operating Activities:
Net Income (loss)                                      $348,249        $(54,307)

                                                                         
Adjustments to Reconcile Earnings (Loss) to Cash From Operating Activities:
Depreciation and Amortization of Property and Equipment  17,664          47,433
Amort of Excess of Cost Over Net Assets of               16,020          16,020
Businesses Acquired
Change In Assets and Liabilities Net of Effects From Acquisition of Subs:
(Increase) Decrease in Accounts Receivable Net           30,732         921,887
(Increase) Decrease in Inventories                     (164,247)         32,959
(Increase) Decrease in Other Current Assets             (11,055)        (17,350)
Increase (Decrease) in Accounts Payable                (457,362)       (515,336)
Increase (Decrease) in Accr Salaries and Deferred Comp   51,996         148,904
Increase (Decrease) in Other Liabilities                132,252           4,011
                                                    -----------       ----------
Net Cash Provided By (Used In) Operating Activities     (35,751)        584,221
                                                                         
Cash Flows From Investing Activities:                                    
Purchases of Property and Equipment                     (92,546)         (7,922)
                                                    -----------       ----------
Net Cash Provided By (Used In) Investing Activities     (92,546)         (7,922)
                                                                         
Cash Flows From Financing Activities:                                    
Proceeds (Payment) of Long Term Debt                       --            (7,207)
Proceeds From Issuance of Notes Payable                 350,000            --
Payments of Notes Payable & Subordinated Debentures  (1,827,155)       (400,000)
Proceeds From Issuance of Common Stock                1,794,240           --
                                                    -----------       ----------
Net Cash Provided By (Used In) Financing Activities     317,085        (407,207)
                                                                         
Net Increase (Decrease) in Cash and Cash Equivalents    188,788         169,092
Cash & Cash Equivalents at Beginning of Year            238,858          67,140
                                                    -----------       ----------
Cash & Cash Equivalents at End of Year                 $427,646        $236,232
                                                    ===========       ==========
                                                                         
Supplemental Disclosures of Cash Flow Information:                       
Cash Paid For:                                                           
Interest                                               $112,730         $65,919
                                                    ===========       ==========
Income Taxes                                             --                --
                                                    ===========       ==========
      See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>



              Notes to Consolidated Financial Statements
                              (Unaudited)

1.Jayark  Corporation  ("Jayark" or  "the  Company")  conducts  its
  operations  through two wholly owned subsidiaries,  AVES  Audiovisual
  Systems,   Inc.  ("AVES")  and  MED  Services  Corp.  ("Med").    The
  consolidated balance sheet of Jayark Corporation and subsidiaries (the
  "Company"),  as  of  January 31, 1999, and the  related  consolidated
  statements of operations and cash flows for the periods ended January
  31, 1999 and 1998 are unaudited. The consolidated balance sheet as of
  April 30, 1998 has been derived from audited financial statements. The
  consolidated financial statements should be read in conjunction  with
  the audited financial statements and footnotes for the year ended April
  30, 1998, included in the Company's report on Form 10-K.

2.The  interim financial statements reflect all adjustments (consisting
  of  only normal and recurring accruals and adjustments) which are, in
  the  opinion  of  management, necessary to a fair  statement  of  the
  results  for  the interim periods presented. The Company's  operating
  results  for  any particular interim period may not be indicative  of
  results for the full year.

3.Certain  reclassifications have been made in the  1998  financial
  statements  to  conform  them to and make them  consistent  with  the
  presentation used in the 1999 financial statements.
                                   
<PAGE>
                                Item 2.
      Management's Discussion & Analysis of Results of Operations
                                   
  Three Months Ended January 31, 1999 as compared to January 31, 1998
                                   
                             NET REVENUES
                                   
      Consolidated  Revenues of $3,316,000 for the three  months  ended
January  31, 1999 increased $680,000, or 26%, as compared to  the  same
period in 1998. The increase is primarily the result of an increase  in
direct sales at AVES.

                                   
                           COST OF REVENUES
                                   
     Consolidated Cost of Revenues of $2,767,000 increased $583,000, or
27%,  as  compared  to the same period last year.  The  increase  is  a
direct result of increased revenues.
                                   
                             GROSS MARGIN
                                   
     Consolidated  Gross  Margin of $549,000 was 17%  of  revenues,  as
compared to $452,000, or 17%, for the same period last year.
                                   
             SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
                                   
      Consolidated  Expenses of $424,000 decreased $6,000,  or  1%,  as
compared to the same period last year.  The new subsidiary MED Services
Corp. incurred $44,000 in expenses.  These new expenses were completely
offset  by decreased spending at both AVES and Corporate.  AVES reduced
spending by $18,000 with decreases in advertising, exhibit, and payroll
expenses.  Corporate decreased spending by $32,000.  This decrease  was
a  result  of  lower  than  normal professional  fees,  due  to  timing
differences,  reduced insurance costs, and a reduction in miscellaneous
expenses  due  to  prior  period  adjustments.   These  decreases  were
partially  offset  by  an  increase in  taxes  resulting  from  refunds
received in the prior year.

                                   
                           OPERATING INCOME
                                   
      Consolidated Operating Income of $125,000 increased $103,000 from
operating  income of $22,000 during the same period  last  year.   This
increase  is  due to $97,000 in increased margin from higher  revenues,
along  with  a  $6,000 reduction in selling, general and administrative
expenses.


<PAGE>

                                   
                           INTEREST EXPENSE
                                   
      Consolidated  Interest Expense of $50,000 decreased  $43,000,  or
46%.   This  decrease  is  primarily  a  result  of  the  decrease   in
subordinated debt and commercial paper attributed to the conversion  of
debt in conjunction with the Rights Offering.  As compared to the prior
period,  subordinated  debt is down $786,000,  with  an  interest  rate
reduction  on the $613,000 in remaining principal from 12% to  8%,  and
commercial  paper  decreased  $1,000,000.   The  resulting  decline  in
interest,  from the transactions above, was partially offset by  higher
interest  incurred  from increased borrowing  levels  on  the  line  of
credit.

                                   
                     GAIN (LOSS) ON SALE OF ASSETS
                                   
      Consolidated Gain on Sale of Assets of $203,000 resulted from the
termination  of  MED's  Purchase  and Sale,  Distribution  and  Custody
Agreements with Vivax.
                                   
                           NET INCOME (LOSS)
                                   
     Consolidated Net Income of $278,000 increased as compared to a net
loss  of  $71,000  during  the same period  last  year.   The  $349,000
increase  is  a  result of: increased margin due to a 26%  increase  in
revenues,  reduced  selling, general and administrative  spending,  the
gain  on sale from MED's termination of its agreements with Vivax,  and
reduced interest expense, which is primarily a result of the conversion
of debt to stock with the Rights Offering.


<PAGE>


  Nine Months Ended January 31, 1999 as compared to January 31, 1998
                                   
                             NET REVENUES
                                   
      Consolidated Revenues of $11,624,000 for the period ended January
31,  1999 increased $1,666,000, or 17%, as compared to the same  period
in  1998.  The increase is a result of an $1,566,000 increase in  AVES'
sales,  primarily due to an increase in direct sales, and the  addition
of $100,000 in rental sales from the new subsidiary, MED Services Corp.
                                   
                           COST OF REVENUES
                                   
     Consolidated Cost of Revenues of $9,896,000, increased $1,472,000,
or  17%,  as  compared to the same period last year.  The  increase  is
proportional to the increase in revenues.
                                   
                             GROSS MARGIN
                                   
     Consolidated  Gross Margin of $1,728,000 was 15% of  revenues,  as
compared to $1,534,000, or 15%, for the same period last year.
                                   
             SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
                                   
      Consolidated Expenses of $1,334,000 increased $21,000, or 2%,  as
compared to the same period last year.  This increase is due to $65,000
in  expenses  for  the  new  subsidiary MED Services  Corp,  a  $33,000
increase in Corporate spending, partially offset by $77,000 in  savings
at  AVES.   At  Corporate, professional fees increased $24,000  due  to
increased  representation  associated with the  formation  of  the  new
subsidiary  MED  Services  Corp. and taxes  increased  $57,000  due  to
refunds  received  in  the  prior year.   These  large  increases  were
partially  offset  with  a reduction in insurance  expenses  and  prior
period adjustments to miscellaneous expenses.  The savings at AVES  are
primarily attributable to a $64,000 reduction in payroll expenses.

                                   
                           OPERATING INCOME
                                   
      Consolidated Operating Income of $393,000 increased $173,000 from
operating  income of $220,000 during the same period last  year.   This
increase  is due to $194,000 in increased margin from higher  revenues;
partially   offset  by  $21,000  in  increased  selling,  general   and
administrative expenses.

<PAGE>
                                  
                           INTEREST EXPENSE
                                   
      Consolidated Interest Expense of $249,000 decreased  $26,000,  or
9.0%.   This  decrease  is  primarily  a  result  of  the  decrease  in
subordinated debt and commercial paper attributed to the conversion  of
debt  in  conjunction with the Rights Offering which expired on October
30,  1998. As compared to the prior period, subordinated debt  is  down
$786,000,  with an interest rate reduction on the $613,000 in remaining
principal  from  12% to 8%, and commercial paper decreased  $1,000,000.
The  resulting  decline in interest, from the transactions  above,  was
partially   offset  by  higher  interest  experienced  from   increased
borrowing levels on the line of credit at AVES.

                                   
                     GAIN (LOSS) ON SALE OF ASSETS
                                   
      Consolidated Gain on Sale of Assets of $203,000 resulted from the
termination  of  MED's  Purchase  and Sale,  Distribution  and  Custody
Agreements with Vivax.

                                   
                           NET INCOME (LOSS)
                                   
      Consolidated  Net Income of $348,000 for the nine  months  ending
January 31, 1999 increased $402,000 as compared to the same period last
year.  The  $402,000 increase is a result of increased  margin  due  to
higher revenues, decreased interest expense, and the gain on sale  from
MED's  termination  of its agreements with Vivax.   This  increase  was
partially  offset  by  a  slight  increase  in  selling,  general   and
administrative expenses.

                                   
                    LIQUIDITY AND CAPITAL RESOURCES
                                   
At January 31, 1999, consolidated open lines of credit available to the
Company  for borrowing, were $600,000 as compared to $950,000 at  April
30, 1998.  It is the opinion of the Company's management that operating
expenses,  as  well as obligations coming due during  the  next  fiscal
year, will be met primarily by cash flow generated from operations  and
from available borrowing levels.

Working capital was $414,000 at January 31, 1999, compared $157,000  at
April 30, 1998.  The increase in working capital is largely due to  the
operating income generated in the current year.

Net  cash  used  by operating activities was $36,000 in 1999  resulting
primarily  from  the reduction of accounts payable and an  increase  in
inventory.

Net  cash used in investing activities was $93,000 in 1999 as a  result
of capital expenditures by AVES.

Net  cash  provided  by  financing  activities  was  $317,000  in  1999
primarily  due  to increased borrowing on AVES' line  of  credit.   The
majority  of  the  common stock issued in conjunction with  the  Rights
Offering  was  subscribed  with conversion of  debt.   Consequentially,
there was little to no cash provided by the transaction.

<PAGE>

In March 1997, AVES established a line of credit with BSB Bank & Trust,
Binghamton,  New York, in the amount of $1,250,000.  The interest  rate
is  8.75%  annually and the line is due and payable on March  1,  2000.
There  are  no financial covenants associated with the line of  credit.
As of January 31, 1999, AVES had $650,000 outstanding.

In  July  1998,  the Company amended its Certificate  of  Incorporation
increasing  its authorized Common Stock from 10,000,000  to  30,000,000
shares  and decreasing the par value of its Common Stock from  $.30  to
$.01 per share.

In  September 1998, the Company offered to each stockholder, the  right
to  purchase, pro rata, two shares of Common Stock at a price  of  $.10
per share.  The Company filed a Registration Statement on Form S-1 with
the Securities and Exchange Commission in order to register such rights
to purchase Common Stock, under the Securities Act of 1933, as amended.

The Rights Offering expired on October 30, 1998.  The total offering of
18,442,398  shares was fully subscribed with 111,600  shares  purchased
with cash and the balance subscribed by conversion of debt. The Company
issued  the  new shares in November 1998.  The conversion  of  debt  to
stock  in conjunction with the Rights Offering resulted in a $1,000,000
reduction  in  commercial paper, a $761,000 reduction  in  subordinated
debt, and a $72,000 reduction in accrued interest.  The end result  was
$1,794,000 of equity enhancement.

The  Koffman  Group, which consists of David Koffman, Chairman  of  the
Board  of  Directors  and  President of the Company,  Richard  Koffman,
Milton  Koffman,  Jeffrey  Koffman,  Sara  Koffman,  Ruthanne  Koffman,
Elizabeth  Koffman,  Steven Koffman, and three entities  controlled  by
members  of  the  Koffman  family, agreed to  acquire  all  shares  not
purchased by other stockholders on Primary Subscription.  As a  result,
the  Koffman Group beneficially owns 20,417,188 shares of Common Stock,
which represents approximately 74% of the Common Stock outstanding.

On  November  13,  1998 Jayark Corporation, through its  newly  formed,
wholly  owned  subsidiary, MED Services Corp. ("Med"),  terminated  its
Purchase  and  Sale,  Distribution, and Custody Agreements  with  Vivax
Medical  Corporation ("Vivax"), a company that manufactures, sells  and
rents  durable  medical  equipment  to  hospitals,  nursing  homes  and
individuals.  Under the terms of the Purchase and Sale Agreement, dated
June  17, 1998, Med purchased certain medical equipment from Vivax  for
cash  of $579,700 and a $144,925 unsecured promissory note due in  five
years.   Med  then  entered  into a Consignment  Agreement  with  Vivax
whereby  this medical equipment was consigned to Vivax to rent  through
its  distribution  network.   In consideration  of  Vivax  renting  and
maintaining the Med equipment, Vivax was entitled to a range of  forty-
eight  to  sixty-seven percent of the rental proceeds, based  upon  the
equipment  rented.   Vivax  had  an  option  to  purchase  the  medical
equipment from Med after the twenty-fourth, thirty-six and forty-eighth
month  of  the  consignment period.  Med, under the Purchase  and  Sale
Agreement  had  an  option, through October 31,  1999  to  purchase  an
additional $2,475,000 of medical equipment from Vivax.

In  consideration for terminating the Agreements, MED received $840,000
from  Vivax.   MED, in turn, paid off the $450,000 outstanding  on  its
revolving  line of credit to the bank and outstanding interest  due  on
the line.  As a result of the termination, MED realized a $203,000 gain
on the sale of assets.

<PAGE>

Year 2000

The  Company  believes  that the cost of administering  its  Year  2000
issues will not have a material adverse impact on future earnings.

The Company is continuing its review of its internal business software,
which  presently appears to be Year 2000 compliant.  The Company is  in
the  process of replacing some of its older hardware with new equipment
to  enable  a successful Year 2000 transition.  The Company anticipates
having  these  modifications in place by early 1999.  The Company  will
continue  its internal review and will correct further issues  as  they
are identified, but the Company does not believe that the impact of the
Year  2000  transition will have a material adverse  impact  on  future
results.

The  Company is communicating with, but is presently uncertain  of  the
compliance  status of, its customers' businesses.   This  may  have  an
effect on the Company's ability to collect outstanding receivables, but
the Company does not believe that this would have a material effect  on
its  operations.  Since all customer situations cannot be  anticipated,
particularly those involving third-party products, the Company may  see
an  increase in warranty and other claims as a result of the Year  2000
transition.  Such claims, if successful, could have a material  adverse
impact on future results.

The  Company is asking its suppliers about compliance, but is presently
uncertain  as to their Year 2000 status.  The majority of the Company's
suppliers  are  very  large  corporations,  such  as  Sony,  Panasonic,
Mitsubishi,  3M, and others, who are carefully reviewing  and  updating
their  systems  to  ensure compliance.  While it is likely  that  their
efforts  will be successful, if necessary modifications and conversions
are not completed in a timely manner, the Year 2000 issue could have  a
material  adverse  effect  on  certain  operations  and  the  financial
position  of  the Company.  There is currently no contingency  plan  in
place   to  replace  suppliers  should  their  Year  2000  efforts   be
unsuccessful.
     
<PAGE>

                      PART II. OTHER INFORMATION


ITEM 6.   Exhibits and Reports on Form 8-K.
     
     (a) Exhibits
          10(42)Amendment to certain 12% Convertible  Subordinated
          Debentures dated April 30, 1990.
          
          10(43)Amendment  to certain Note dated  March  12,  1997
          between Jayark Corporation and A-V Texas Holding, LLC.
          
     (b)  Report on Form 8-K.
       1.   Other Events
          Termination  of Purchase and Sale, Distribution  and  Custody
          Agreements  between  MED  Services Corp.  and  Vivax  Medical
          Corporation on November 13, 1998.

<PAGE>

                              Signatures

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

                                   JAYARK CORPORATION
                                   Registrant

     /s/ David L. Koffman                           March 15, 1999
     David L. Koffman, President
     Chief Executive Officer


     /s/ Robert C. Nolt                             March 15, 1999
     Robert C. Nolt
     Chief Financial Officer

<PAGE>
                               EXHIBITS
                                   
Exhibit 10(42)

                  SUBORDINATED PROMISSORY NOTE


$381,035.00                                  November 1, 1998



          FOR VALUE RECEIVED, the undersigned Jayark Corporation, a
Delaware corporation (the "Maker"), hereby promises to pay to CCB
Associates, (the "Holder"), at such place as the Holder may from time
to time designate in writing, in lawful money of the United States of
America and in immediately available funds, the principal sum of THREE
HUNDRED EIGHTY ONE THOUSAND THIRTY FIVE DOLLARS ($381,035.00), together
with interest on such principal sum at the rate of eight percent (8%)
per annum by payment of interest quarterly in arrears commencing
January 31, 1999 and by payment of $38,103.50 on the 31st day of
December, 1999 and the same amount on the 31st day of each December
thereafter until December 31, 2004 when the entire unpaid principal
balance plus accrued interest shall be due and payable.

          The principal and accrued interest under this Note may be
prepaid by the Maker, in whole or in part, without premium or penalty.

          The right to receive payments under this Note is and shall be
subordinated to the prior payment in full and in cash of all amounts
payable under the Senior Indebtedness (as hereinafter defined) of Maker
(including interest thereon) from time to time outstanding.  No payment
or prepayment of any amount of principal or interest under this Note
shall be made without the written consent of the Senior Lender (as
hereinafter defined).  Upon any dissolution, winding up or total or
partial liquidation or reorganization of Maker, the Senior Indebtedness
shall be paid in full in cash or cash equivalents, before the Holder
shall be entitled to receive any payment of principal of or interest on
this Note or any distribution of any assets or securities.  If,
notwithstanding the foregoing, the Holder shall receive any payment
under this Note at a time when such payment is prohibited or before the
payment in full of all Senior Indebtedness of Maker, then such payment
or distribution shall be received and paid over or delivered to the
holders of the Senior Indebtedness to the extent necessary to pay in
full the principal of and interest on such Senior Indebtedness in
accordance with its terms.  "Senior Indebtedness" shall mean all
obligations of Maker to BSB Bank and Trust Company or any substitute
lender (the "Senior Lender") now or hereafter in place.

          This Note shall, at the option of the Holder, become
immediately due and payable upon the occurrence of any of the following
events:

               a.   failure of the Maker to pay the principal or
interest due under this Note, after 10 days notice to the Maker;

               b.   insolvency of the Maker or its inability to pay
debts as they mature;

               c.   voluntary application by the Maker to a tribunal
for the appointment of a trustee or receiver of any substantial part of
the assets of the Maker or the voluntary commencement of proceedings by

<PAGE>

the Maker (other than for voluntary liquidation and/or dissolution of a
subsidiary of the Maker) with respect to the Maker under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution or other liquidation law of any jurisdiction;

               d.   application to such tribunal or commencement of
such proceedings against the Maker by a third party, and the Maker
indicates its approval, consent or acquiescence, or an order is entered
appointing a receiver or trustee or adjudicating the Maker bankrupt or
insolvent or approving the petition in any such proceeding, and such
order remains in effect for ninety (90) days; or

               e.   any conveyance of all or substantially all of the
assets of Maker;

          Presentment, protest, notice of nonpayment and protest and
all other similar notices are hereby waived by the Maker.

          In any action for collection of this Note, the court shall
award costs and expenses in the action, including reasonable attorneys'
fees, to the prevailing party.  If the positions of the parties are
partially sustained, the court may allocate the costs and expenses
proportionately as it deems equitable, or not at all.

          This Note may not be modified orally.  Any notice relating to
this Note shall be in writing and effective only when it has been
delivered as required for notices under the Asset Purchase Agreement.
This Note shall be interpreted and the rights and liabilities of the
parties hereto determined in accordance with the laws of the State of
Illinois applicable to agreements made and to be performed entirely
within such State.  The provisions of this Note shall be binding upon
the Maker and its successors and assigns, and shall inure to the
benefit of the Holder and its legal assigns.


          Intending to be bound, the Maker has caused this Note to be
executed by its duly authorized Chief Financial Officer, as of the day
and year first above written.


                              Jayark Corporation

                              By:  /s/ Robert C. Nolt
                              Name:     Robert C. Nolt
                              Title:    Chief Financial Officer

<PAGE>

                  SUBORDINATED PROMISSORY NOTE


$232,228.00                                  November 1, 1998



          FOR VALUE RECEIVED, the undersigned Jayark Corporation, a
Delaware corporation (the "Maker"), hereby promises to pay to David L.
Koffman, (the "Holder"), at such place as the Holder may from time to
time designate in writing, in lawful money of the United States of
America and in immediately available funds, the principal sum of TWO
HUNDRED THIRTY TWO THOUSAND TWO HUNDRED TWENTY-EIGHT DOLLARS
($232,228.00), together with interest on such principal sum at the rate
of eight percent (8%) per annum by payment of interest quarterly in
arrears commencing January 31, 1999 and by payment of $23,228.00 on the
31st day of December, 1999 and the same amount on the 31st day of each
December thereafter until December 31, 2004 when the entire unpaid
principal balance plus accrued interest shall be due and payable.

          The principal and accrued interest under this Note may be
prepaid by the Maker, in whole or in part, without premium or penalty.

          The right to receive payments under this Note is and shall be
subordinated to the prior payment in full and in cash of all amounts
payable under the Senior Indebtedness (as hereinafter defined) of Maker
(including interest thereon) from time to time outstanding.  No payment
or prepayment of any amount of principal or interest under this Note
shall be made without the written consent of the Senior Lender (as
hereinafter defined).  Upon any dissolution, winding up or total or
partial liquidation or reorganization of Maker, the Senior Indebtedness
shall be paid in full in cash or cash equivalents, before the Holder
shall be entitled to receive any payment of principal of or interest on
this Note or any distribution of any assets or securities.  If,
notwithstanding the foregoing, the Holder shall receive any payment
under this Note at a time when such payment is prohibited or before the
payment in full of all Senior Indebtedness of Maker, then such payment
or distribution shall be received and paid over or delivered to the
holders of the Senior Indebtedness to the extent necessary to pay in
full the principal of and interest on such Senior Indebtedness in
accordance with its terms.  "Senior Indebtedness" shall mean all
obligations of Maker to BSB Bank and Trust Company or any substitute
lender (the "Senior Lender") now or hereafter in place.

          This Note shall, at the option of the Holder, become
immediately due and payable upon the occurrence of any of the following
events:

               a.   failure of the Maker to pay the principal or
interest due under this Note, after 10 days notice to the Maker;

               b.   insolvency of the Maker or its inability to pay
debts as they mature;

               c.   voluntary application by the Maker to a tribunal
for the appointment of a trustee or receiver of any substantial part of
the assets of the Maker or the voluntary commencement of proceedings by
the Maker (other than for voluntary liquidation and/or dissolution of a
subsidiary of the Maker) with respect to the Maker under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution or other liquidation law of any jurisdiction;

<PAGE>

               d.   application to such tribunal or commencement of
such proceedings against the Maker by a third party, and the Maker
indicates its approval, consent or acquiescence, or an order is entered
appointing a receiver or trustee or adjudicating the Maker bankrupt or
insolvent or approving the petition in any such proceeding, and such
order remains in effect for ninety (90) days; or

               e.   any conveyance of all or substantially all of the
assets of Maker;

          Presentment, protest, notice of nonpayment and protest and
all other similar notices are hereby waived by the Maker.

          In any action for collection of this Note, the court shall
award costs and expenses in the action, including reasonable attorneys'
fees, to the prevailing party.  If the positions of the parties are
partially sustained, the court may allocate the costs and expenses
proportionately as it deems equitable, or not at all.

          This Note may not be modified orally.  Any notice relating to
this Note shall be in writing and effective only when it has been
delivered as required for notices under the Asset Purchase Agreement.
This Note shall be interpreted and the rights and liabilities of the
parties hereto determined in accordance with the laws of the State of
Illinois applicable to agreements made and to be performed entirely
within such State.  The provisions of this Note shall be binding upon
the Maker and its successors and assigns, and shall inure to the
benefit of the Holder and its legal assigns.


          Intending to be bound, the Maker has caused this Note to be
executed by its duly authorized Chief Financial Officer, as of the day
and year first above written.


                              Jayark Corporation

                              By:  /s/ Robert C. Nolt
                              Name:     Robert C. Nolt
                              Title:    Chief Financial Officer
<PAGE>

Exhibit 10(43)

                  SUBORDINATED PROMISSORY NOTE


$1,000,000.00                                November 1, 1998



          FOR VALUE RECEIVED, the undersigned Jayark Corporation, a
Delaware corporation (the "Maker"), hereby promises to pay to AV Texas
Holding, LLC, (the "Holder"), at such place as the Holder may from time
to time designate in writing, in lawful money of the United States of
America and in immediately available funds, the principal sum of ONE
MILLION DOLLARS ($1,000,000.00), together with interest on such
principal sum at the rate of seven and one-half percent (7.5%) per
annum by payment of interest quarterly in arrears commencing January
31, 1999 and by payment of $100,000.00 on the 31st day of December,
1999 and the same amount on the 31st day of each December thereafter
until December 31, 2004 when the entire unpaid principal balance plus
accrued interest shall be due and payable.

          The principal and accrued interest under this Note may be
prepaid by the Maker, in whole or in part, without premium or penalty.

          The right to receive payments under this Note is and shall be
subordinated to the prior payment in full and in cash of all amounts
payable under the Senior Indebtedness (as hereinafter defined) of Maker
(including interest thereon) from time to time outstanding.  No payment
or prepayment of any amount of principal or interest under this Note
shall be made without the written consent of the Senior Lender (as
hereinafter defined).  Upon any dissolution, winding up or total or
partial liquidation or reorganization of Maker, the Senior Indebtedness
shall be paid in full in cash or cash equivalents, before the Holder
shall be entitled to receive any payment of principal of or interest on
this Note or any distribution of any assets or securities.  If,
notwithstanding the foregoing, the Holder shall receive any payment
under this Note at a time when such payment is prohibited or before the
payment in full of all Senior Indebtedness of Maker, then such payment
or distribution shall be received and paid over or delivered to the
holders of the Senior Indebtedness to the extent necessary to pay in
full the principal of and interest on such Senior Indebtedness in
accordance with its terms.  "Senior Indebtedness" shall mean all
obligations of Maker to BSB Bank and Trust Company or any substitute
lender (the "Senior Lender") now or hereafter in place.

          This Note shall, at the option of the Holder, become
immediately due and payable upon the occurrence of any of the following
events:

               a.   failure of the Maker to pay the principal or
interest due under this Note, after 10 days notice to the Maker;

               b.   insolvency of the Maker or its inability to pay
debts as they mature;

               c.   voluntary application by the Maker to a tribunal
for the appointment of a trustee or receiver of any substantial part of
the assets of the Maker or the voluntary commencement of proceedings by
the Maker (other than for voluntary liquidation and/or dissolution of a
subsidiary of the Maker) with respect to the Maker under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution or other liquidation law of any jurisdiction;

<PAGE>

               d.   application to such tribunal or commencement of
such proceedings against the Maker by a third party, and the Maker
indicates its approval, consent or acquiescence, or an order is entered
appointing a receiver or trustee or adjudicating the Maker bankrupt or
insolvent or approving the petition in any such proceeding, and such
order remains in effect for ninety (90) days; or

               e.   any conveyance of all or substantially all of the
assets of Maker;

          Presentment, protest, notice of nonpayment and protest and
all other similar notices are hereby waived by the Maker.

          In any action for collection of this Note, the court shall
award costs and expenses in the action, including reasonable attorneys'
fees, to the prevailing party.  If the positions of the parties are
partially sustained, the court may allocate the costs and expenses
proportionately as it deems equitable, or not at all.

          This Note may not be modified orally.  Any notice relating to
this Note shall be in writing and effective only when it has been
delivered as required for notices under the Asset Purchase Agreement.
This Note shall be interpreted and the rights and liabilities of the
parties hereto determined in accordance with the laws of the State of
Illinois applicable to agreements made and to be performed entirely
within such State.  The provisions of this Note shall be binding upon
the Maker and its successors and assigns, and shall inure to the
benefit of the Holder and its legal assigns.


          Intending to be bound, the Maker has caused this Note to be
executed by its duly authorized Chief Financial Officer, as of the day
and year first above written.


                              Jayark Corporation

                              By:  /s/ Robert C. Nolt
                              Name:     Robert C. Nolt
                              Title:    Chief Financial Officer


<PAGE>

[ARTICLE] 5
[CIK] 0000053260
[NAME] 
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   9-MOS
[FISCAL-YEAR-END]                          APR-30-1999
[PERIOD-START]                             NOV-01-1998
[PERIOD-END]                               JAN-31-1999
[CASH]                                         427,646
[SECURITIES]                                         0
[RECEIVABLES]                                1,679,217
[ALLOWANCES]                                         0
[INVENTORY]                                    435,811
[CURRENT-ASSETS]                             2,604,935
[PP&E]                                         430,300
[DEPRECIATION]                               (260,773)
[TOTAL-ASSETS]                               3,027,184
[CURRENT-LIABILITIES]                        2,191,396
[BONDS]                                              0
[PREFERRED-MANDATORY]                                0
[PREFERRED]                                          0
[COMMON]                                       276,636
[OTHER-SE]                                 (1,059,714)
[TOTAL-LIABILITY-AND-EQUITY]                 3,027,184
[SALES]                                     11,624,040
[TOTAL-REVENUES]                            11,624,040
[CGS]                                        9,896,455
[TOTAL-COSTS]                                9,896,455
[OTHER-EXPENSES]                             1,130,560
[LOSS-PROVISION]                                     0
[INTEREST-EXPENSE]                             248,776
[INCOME-PRETAX]                                348,249
[INCOME-TAX]                                         0
[INCOME-CONTINUING]                            348,249
[DISCONTINUED]                                       0
[EXTRAORDINARY]                                      0
[CHANGES]                                            0
[NET-INCOME]                                   348,249
[EPS-PRIMARY]                                      .02
[EPS-DILUTED]                                      .02
</TABLE>