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                                                                 EXHIBIT 10.33

   
                SECOND AMENDMENT TO OPEN-END COMMERCIAL MORTGAGE
                      AND ASSIGNMENT OF LEASE AND RENTALS
                           (Secures Future Advances)
                Maximum Indebtedness not to Exceed $8,800,000.00

     THIS AMENDMENT TO OPEN-END COMMERCIAL MORTGAGE AND ASSIGNMENT OF LEASES
AND RENTALS, is made and entered into this   6th     day of February, 1995, by 
and between Standard Federal Bank, a federal savings bank, of 2600
West Big Beaver Road, Troy, Michigan 48084 ("Mortgagee"), and Galion Solid
Waste Equipment, Inc., a Michigan corporation of 6200 Elmridge, Sterling
Heights, Michigan 48318 ("Mortgagor").

     WITNESSETH:

     WHEREAS, on June 29, 1993, in order to secure a promissory note dated June
29, 1993 by Mortgagor in favor of Mortgagee, Mortgagor granted to Mortgagee an
Open-End Commercial Mortgage and Assignment of Lease and Rentals (the
"Mortgage") on certain real property located in the City of Galion, County of
Crawford and State of Ohio, which real property is more particularly described
in the attached Exhibit A; and which Mortgage was recorded on July 13, 1993, in
Book 469, Page 631, Crawford County Recorder, and

     WHEREAS, the Mortgage was amended by an Amendment to Open-end Commercial
Mortgage and Assignment of Lease and Rentals, dated September 15, 1994, and
recorded on October 4, 1994, in Book 487, Page 428, Crawford County Recorder
(the "Amendment to Mortgage, and

     WHEREAS, the parties hereto desire to amend the Mortgage in the manner
hereinafter set forth.

     NOW, THEREFORE, in consideration of One and No/100 Dollar ($1.00) and the
mutual covenants herein contained, the parties hereto hereby agree as follows:

     1.    The Mortgage is hereby amended to secure, in addition to the
indebtedness described in the Mortgage and the Amendment to Mortgage, two
Promissory Notes (Line of Credit) from the Mortgagor to Mortgagee, of even date
herewith, under which total principal in the amount of $800,000.00 may be
outstanding (collectively, the "Notes"), such Notes identified as being secured
by the Mortgage by statements thereon, including the payment of principal and
interest of such indebtedness according to the terms of the Notes, and all
other amounts payable by Mortgagor thereunder, and any and all extensions and
renewals thereof, however evidenced.  The Notes have been executed pursuant to
a Loan Agreement of even date herewith by and between the Mortgagor and the
Mortgagee (the "Loan Agreement").  The indebtedness secured by the Mortgage
shall hereafter be deemed to include the indebtedness and obligations evidenced
by the Notes and the Loan Agreement, as well as the indebtedness described in
the Mortgage and the Amendment to Mortgage, such that the total indebtedness
secured by the Mortgage has been increased to





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$8,800,000.00.

     2.    In all other respects, the Mortgage is hereby ratified and confirmed
and shall continue in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.


WITNESSES:

                                Galion Solid Waste Equipment, Inc.,
                                    a Michigan corporation



                                By:                                
-------------------------           ---------------------------------
                                    E. James Zabinski

                                    Its:  Treasurer            
-------------------------               -----------------------------


                                Standard Federal Bank, a federal
                                    savings bank


                                By:                              
------------------------            ---------------------------------
                                    David J. Bartlett

                                    Its:  Vice President        
------------------------                 ----------------------------

STATE OF MICHIGAN   )
                    ) ss
COUNTY OF OAKLAND   )

     The foregoing instrument was acknowledged before me this  6th day of
February       , 1995, by E. James Zabinski, who is the Treasurer of Galion
Solid Waste Equipment, Inc., a Michigan corporation, on behalf of the
corporation.


                                _______________________________               

                                Notary Public
                                               
                                ______________ County, Michigan

                                My Commission Expires:_________

STATE OF MICHIGAN )

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                    ) ss
COUNTY OF OAKLAND   )

     The foregoing instrument was acknowledged before me this
6th   day of February   , 1995, by David J. Bartlett, a Vice President of
Standard Federal Bank, a federal savings bank, on behalf of the Bank.



                                _______________________________
                                Notary Public
                                               
                                ______________ County, Michigan 

                                My Commission Expires:_________

DRAFTED BY:                          AFTER RECORDING RETURN TO:

Daniel C. Watson                     Commercial Loan Department
Standard Federal Bank                Standard Federal Bank
2600 West Big Beaver Road            2600 West Big Beaver Road
Troy, Michigan 48084                 Troy, Michigan 48084




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