EXHIBIT 10.33

                             M & I THUNDERBIRD BANK
                            CHANGE IN TERMS AGREEMENT

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<S>            <C>         <C>         <C>        <C>    <C>         <C>          <C>      <C>
Principal      Loan Date   Maturity    Loan #     Call   Collateral  Account      Officer  Initials
$1,000,000.00              7/31/2000   1001-R2                       09400069235  JLL
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References  in the  shaded  area are for  Lender's  use only and do not limit the  applicability of
this document to any particular loan or items.
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Borrower: RECONDITIONED SYSTEMS, INC.          Lender: M&I Thunderbird Bank, an Arizona corporation
          444 West Fairmont                            90th Street & Via Linda Office (18)
          Tempe, AZ 85282                              c/o Loan Support Department
                                                       P.O. Box 56969
                                                       Phoenix, AZ 85079-6969
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Principal Amount: $1,000,000.00                                    Date of Agreement:  July 31,1999
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DESCRIPTION OF EXISTING  INDEBTEDNESS.  Promissory  Note  originally  dated July
30,1997,  in the original  principal amount of  $1,000,000.00,  and any renewals
thereof.

DESCRIPTION OF CHANGE IN TERMS. The maturity date is hereby extended to July 31,
2000. The payment terms are hereby  changed as described in the Payment  section
of this Agreement.

PROMISE TO PAY.  RECONDITIONED SYSTEMS, INC. ("Borrower") promises to pay to M&I
Thunderbird Bank, an Arizona corporation  ("Lender"),  or order, in lawful money
of the United States of America,  the principal amount of One Million and 00/100
Dollars ($1,000,000.00) or so much as may be outstanding, together with interest
on the unpaid outstanding  principal balance of each advance.  Interest shall be
calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued  unpaid  interest on July 31, 2000. In addition,  Borrower will
pay regular  monthly  payments of accrued unpaid interest  beginning  August 31,
1999, and all subsequent interest payments are due on the last day of each month
after that. The annual interest rate for this Agreement is computed on a 365/360
basis; that is, by applying the ratio of the annual interest rate over a year of
360 days,  multiplied by the outstanding  principal  balance,  multiplied by the
actual number of days the principal  balance is  outstanding.  Borrower will pay
Lender at  Lender's  address  shown  above or at such other  place as Lender may
designate in writing.  Unless  otherwise  agreed or required by applicable  law,
payments  will be  applied  first to any  unpaid  collection  costs and any late
charges, then to any unpaid interest, and any remaining amount to principal.

VARIABLE INTEREST RATE. The interest rate on this Agreement is subject to change
from time to time based on changes in an index which is Lender's Prime Rate (the
"Index").  This is the rate Lender charges, or would charge, on 90-day unsecured
loans to the most creditworthy corporate customers.  This rate may or may not be
the lowest  rate  available  from  Lender at any given  time.  Lender  will tell
Borrower the current index rate upon Borrower's  request.  Borrower  understands
that  Lender may make loans  based on other  rates as well.  The  interest  rate
change will not occur more often than each day.  The index  currently  is 8.000%
per annum.  The interest rate to be applied to the unpaid  principal  balance of
this  Agreement  will be at a rate equal to the index,  resulting  in an initial
rate of 8.000% per annum.  NOTICE: Under no circumstances will the interest rate
on this agreement be more than the maximum rate allowed by applicable law.

PREPAYMENT: Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early  payments will not,  unless agreed to by Lender in
writing,  relieve Borrower of Borrower's obligation to continue to make payments
of accrued unpaid interest. Rather, they will reduce the principal balance due.

LATE  CHARGE:  If a payment  is 10 days or more late,  Borrower  will be charged
5.000% of the regularly scheduled payment.

DEFAULT:  Borrower  will be in  default  if any of the  following  happens:  (a)
Borrower  fails to make any payment when due.  (b)  Borrower  breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any  other  term,  obligation,  covenant,  or  condition  contained  in this

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Agreement or any agreement related to this Agreement,  or in any other agreement
or loan  Borrower  has with  Lender.  (c)  Borrower  defaults  under  any  loan,
extension of credit,  security  agreement,  purchase or sales agreement,  or any
other  agreement,  in favor of any other  creditor or person that may materially
affect any of Borrower's  property or  Borrower's  ability to repay this Note or
perform Borrower's  obligations under this Note or any of the Related Documents.
(d) Any  representation  or statement made or furnished to Lender by Borrower or
on Borrower's  behalf is false or misleading in any material  respect either now
or at the time made or furnished.  (e) Borrower becomes insolvent, a receiver is
appointed for any part of Borrower's property,  Borrower makes an assignment for
the benefit of creditors,  or any proceeding is commenced  either by Borrower or
against Borrower under any bankruptcy or insolvency laws. (f) Any creditor tries
to take any of Borrower's  property on or in which Lender has a lien or security
interest. This includes a garnishment of any of Borrower's accounts with Lender.
(g) Any  guarantor  dies or any of the other  events  described  in this default
section occurs with respect to any guarantor of this  Agreement.  (h) A material
adverse change occurs in Borrower's financial condition,  or Lender believes the
prospect of payment or performance of the  indebtedness is impaired.  (I) Lender
in good faith deems itself insecure.

If any default,  other than a default in payment, is curable and if Borrower has
not been  given a notice of a breach  of the same  provision  of this  Agreement
within  the  proceeding  twelve  (12)  months,  it may be cured (and no event of
default will have  occurred) if Borrower,  after  receiving  written notice from
Lender demanding cure of such default:  (a) cures the default within thirty (30)
days;  or (b) if the cure  requires  more than  thirty  (30)  days,  immediately
initiates  steps which Lender deems in Lender's sole discretion to be sufficient
to cure the default and  thereafter  continues and completes all  reasonable and
necessary  steps  sufficient  to  produce   compliance  as  soon  as  reasonably
practical.

LENDER'S  RIGHTS:  Upon default,  Lender may declare the entire unpaid principal
balance on this  Agreement  and all accrued  unpaid  interest  immediately  due,
without notice, and then Borrower will pay that amount. Upon default,  including
failure  to pay upon  final  maturity,  Lender,  at its  option,  may  also,  if
permitted  under  applicable  law,  increase the variable  interest rate on this
Agreement to 5.00 percentage  points over the index.  The interest rate will not
exceed the maximum rate  permitted  by  applicable  law.  Lender may hire or pay
someone else to help collect this  Agreement if Borrower does not pay.  Borrower
also will pay Lender that  amount.  This  includes,  subject to any limits under
applicable law, Lender's attorneys' fees and legal expenses whether of not there
is a  lawsuit,  including  attorneys'  fees and legal  expenses  for  bankruptcy
proceedings  (including  efforts  to  modify  or vacate  any  automatic  stay or
injunction),  appeals, and any anticipated post-judgment collection services. If
not  prohibited by applicable  law,  Borrower also will pay any court costs,  in
addition to all other sums provided by law. This Agreement has been delivered to
Lender and  accepted by Lender in the State of  Arizona.  If there is a lawsuit,
Borrower  agrees  upon  Lender's  request to submit to the  jurisdiction  of the
courts  of  Maricopa  County,  the State of  Arizona.  This  Agreement  shall be
governed by and construed in accordance with the laws of the State of Arizona.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual  security interest in,
and hereby  assigns,  conveys,  delivers,  pledges,  and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's  accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts  held jointly with someone else and all accounts  Borrower may open
in the  future,  excluding  however  all IRA and Keogh  accounts,  and all trust
accounts for which the grant of a security  interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Agreement against any and all such accounts.

LINE OF CREDIT.  This Agreement  evidences a revolving line of credit.  Advances
under this Agreement may be requested either orally or in writing by Borrower or
by any  authorized  person.  Lender  may,  but need not,  require  that all oral
requests  be  confirmed  in  writing.  All  communications,   instructions,   or
directions  by  telephone  or otherwise to Lender are to be directed to Lender's
office shown above.  The  following  party or parties are  authorized to request
advances  under  the line of credit  until  Lender  receives  from  Borrower  at
Lender's  address shown above written  notice of revocation of their  authority.
WAYNE COLLIGNON, President; and DIRK ANDERSON, CFO. Borrower agrees to be liable
for all sums either:  (a) advanced in  accordance  with the  instructions  of an
authorized person or (b) credited to any of Borrower's accounts with Lender. The
unpaid principal balance owing on this Agreement at any time may be evidenced by
endorsements on this Agreement or by Lender's internal records,  including daily
computer  printouts.  Lender will have no obligation to advance funds under this
Agreement  if: (a) Borrower or any  guarantor  is in default  under the terms of
this  Agreement or any Agreement that Borrower or any guarantor has with Lender,
including any agreement made in connection  with the signing of this  Agreement;
(b) Borrower or any guarantor  ceases doing  business or is  insolvent,  (c) any
guarantor seeks,  claims or otherwise  attempts to limit,  modify or revoke such
guarantor's  guarantee  of this  Agreement  or any other loan with  Lender;  (d)
Borrower has applied  funds  provided  pursuant to this  Agreement  for purposes
other than those authorized by Lender;  or (e) Lender in good faith deems itself
insecure  under  this  Agreement  or any  other  agreement  between  Lender  and
Borrower.



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CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original  obligation or obligations,  including all agreements  evidenced or
securing  the  obligation(s)  remain  unchanged  and in full  force and  effect.
Consent  by Lender to this  Agreement  does not waive  Lender's  right to strict
performance of the  obligation(s)  as changed,  nor obligate  Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s).  It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s)  including  accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this
Agreement.  If any person who signed the original  obligation does not sign this
Agreement below,  then all persons signing below acknowledge that this Agreement
is  given  conditionally,  based  on  the  representation  to  Lender  that  the
non-signing  party  consents to the changes and  provisions of this Agreement or
otherwise  will not be  released  by it.  This  waiver  applies  not only to any
initial  extension,  modification  or release,  but also to all such  subsequent
actions.

ADDITIONAL  PROVISIONS.  NOTICE TO ALL  COMMERCIAL  LOAN  CUSTOMERS  WITH  LOANS
GREATER THAN $250,000.00: Effective September 5,1989, only agreements IN WRITING
are  enforceable in the event there are no  disagreements  over this loan.  This
includes all  agreements  or  understandings  to loan money,  to grant or extend
credit, or to extend,  renew, or modify a loan. For further information,  please
refer to A.R.S. 44-101-9, or contact your loan officer.

MISCELLANEOUS PROVISIONS.  Lender may delay or forgo enforcing any of its rights
or remedies  under this Agreement  without  losing them.  Borrower and any other
person who signs,  guarantees or endorses this Agreement,  to the extent allowed
by law, waive presentment,  demand for payment,  protest and notice of dishonor.
Upon any  change in terms of this  Agreement,  and  unless  otherwise  expressly
stated  in  writing,  no party  who  signs  this  Agreement,  whether  as maker,
guarantor,  accommodation  maker or endorser,  shall be released from liability.
All such parties agree that Lender may renew or extend  (repeatedly  and for any
length of time) this loan, or release any party or guarantor or  collateral;  or
impair,  fail to  realize  upon or perfect  Lender's  security  interest  in the
collateral;  and take any other action  deemed  necessary by Lender  without the
consent  of or notice to anyone.  All such  parties  also agree that  Lender may
modify this loan without the consent of or notice to anyone other than the party
with whom the modification is made.

EFFECTIVE  RATE.  Borrower  agrees to an effective  rate of interest that is the
rate  specified in this Note plus any  additional  rate resulting from any other
charges in the nature of  interest  paid or to be paid in  connection  with this
Note.

PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS AGREEMENT,  INCLUDING THE VARIABLE  INTEREST RATE  PROVISIONS.  BORROWER
AGREES TO THE TERMS OF THE  AGREEMENT  AND  ACKNOWLEDGES  RECEIPT OF A COMPLETED
COPY OF THIS AGREEMENT.

BORROWER:

RECONDITIONED SYSTEMS, INC.

BY: /s/ Dirk D. Anderson
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      DIRK D. ANDERSON, CFO


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