Exhibit 10.21

                                 LOAN AGREEMENT

         THIS LOAN AGREEMENT (this  "Agreement") is executed and entered into as
of the 29th day of July, 2005, by and between PARK CITIES BANK ("Lender"), whose
address  is 5307 E.  Mockingbird  Lane,  Suite  200,  Dallas,  Texas  75206  and
ENVIROCLEAN MANAGEMENT SERVICES, INC., a Texas corporation  ("Borrower"),  whose
address is 17120 N. Dallas Parkway, Suite 235, Dallas, Texas 75248.

                             PRELIMINARY STATEMENTS

         A. In order to finance the acquisition of certain real property located
in Harris County, Texas, as more particularly  described on Exhibit "A" attached
hereto and incorporated herein, Borrower has applied to Lender for a loan in the
amount of $325,000.00  (the "Loan"),  which Loan will be secured by a first lien
deed of trust  encumbering  the such  property and a  contiguous  parcel of land
currently owned by the Borrower,  together with all improvements on both parcels
(collectively, the "Property"); and

         B. Lender is willing to make the Loan to Borrower  subject to the terms
and conditions stated in this Agreement.

         NOW, THEREFORE,  for and in consideration of Lender's agreement to make
the Loan to Borrower and the mutual  covenants  contained  herein and other good
and  valuable  consideration,  the  receipt and legal  sufficiency  of which are
hereby  acknowledged by the parties hereto,  Borrower and Lender hereby agree as
follows:

         1. Commitment of Lender. Upon Borrower's compliance with all conditions
set forth in Section 3 of this  Agreement,  Lender will advance and disburse the
Loan to or on behalf of Borrower to the title agent  responsible for closing the
acquisition of the Property to be applied to the purchase price of the Property.
Borrower's  execution of a HUD 1 or similar  closing  statement shall suffice as
written authority of Borrower for Lender to make the advance.  The Loan shall be
repaid,  secured and is guaranteed  according to the terms of the Note,  Deed of
Trust, and Guaranty (all as defined below).  Once fully advanced,  no payment or
prepayment of principal shall entitle Borrower to any additional advances.

         2. Loan  Documents.  Borrower agrees to execute or cause to be executed
contemporaneously  herewith  or  immediately  hereafter  all  of  the  following
documents:

         (a) Promissory Note;

         (b) Deed of Trust;

         (c) Guaranty Agreement;

         (d) Environmental Certificate;



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         (e) Closing Certificate; (f) Statute of Frauds Notice;

         (g) Attorney Invoice and Representation Disclaimer Letter;

         (h) Company Certificate;

         (i) Errors and Omissions Letter; and

         (j) Such other documents, certificates,  affidavits and agreements that
         Lender may require prior to advancing proceeds of the Loan.

All of the foregoing and such other agreements, documents and instruments now or
hereafter  evidencing,  governing,  securing or guaranteeing  any portion of the
indebtedness  evidenced  by the Note or the  performance  and  discharge  of the
obligations  related  hereto or  thereto,  together  with any and all  renewals,
modifications,     amendments,    restatements,    increases,    consolidations,
substitutions,  replacements,  extensions and supplements hereof or thereof, are
collectively referred to herein as the "Loan Documents."

         3.  Conditions  to Closing.  The  obligation of the Lender to close the
Loan and to advance  the  proceeds  of the Loan shall be subject to the prior or
simultaneous occurrence or satisfaction of each of the following conditions:

         (a) Borrower  shall have duly executed (or caused to be duly  executed)
         and delivered to Lender each of the Loan Documents and provided  Lender
         with  evidence  that all  necessary  action on the part of Borrower has
         been taken with respect to the  execution and delivery of this the Loan
         Documents and the consummation of the transactions  contemplated hereby
         and thereby,  so that the Loan  Documents,  and each of them,  shall be
         valid  and  binding  upon  Borrower  and each  other  person  or entity
         obligated thereunder.

         (b) Lender shall have  received,  at  Borrower's  expense,  a mortgagee
         policy of title  insurance,  insuring  the lien of the Deed of Trust in
         the  Stated  Principal  Amount  as a first and  superior  lien upon the
         Property,  and  containing no exceptions  except for those  approved by
         Lender, in its sole discretion.

         (c) Borrower shall have  furnished  Lender with (i) a current survey of
         the Property, prepared by a certified surveying engineer,  containing a
         metes and bounds  perimeter  description  of the Property,  showing the
         location of all easements  and all other matters of record,  certifying
         that no part of the  Improvements  encroach upon any easements or other
         encumbrances affecting the Property, certified to Lender, and otherwise
         in a form approved by Lender,  and (ii) evidence that no portion of the
         Property lies in a flood hazard  location or if a portion  thereof does
         lie  in  a  flood  hazard  plan,   evidence  that  no   Improvement  is
         contemplated to be located on such portion.

         4. Financial Reporting.  Borrower and Guarantor, as applicable,  hereby
covenant and agree to timely deliver to Lender the financial statements, reports
and  information  described on Schedule 1 attached hereto and made a part hereof
for all  purposes.  All of such  financial  statements  an d  reports  shall  be



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prepared in  accordance  with accurate  accounting  principles  and  procedures,
applied on a consistent basis in a manner, and in form and substance  reasonably
satisfactory  to  Lender,  and shall in all  respects  present a true,  correct,
complete and fair  representation  of the  financial  position of the  reporting
party and shall be prepared  and  certified  as to  accuracy  by an  independent
certified public accountant or representative o f the reporting party acceptable
to  Lender.  Lender  is  hereby  authorized  to  disclose  to  any  assignee  or
participant  (or  proposed  assignee  or  participant)  any  financial  or other
information in its knowledge or possession  regarding  Borrower,  any Guarantor,
the Property or the Loan.

         5. Leases.  Borrower  represents  and warrants that there are no leases
pertaining to the Property as of the date hereof. From and after the date hereof
and at all time  during  the term of the Loan,  (a) each new Lease  will be with
tenants,  on a form of tenant  lease with  rental  rates and terms,  approved by
Lender,  or  otherwise  shall be  delivered  to  Lender  for  approval  prior to
execution  by  Borrower,  and (b)  Borrower  shall  deliver  to Lender  executed
counterparts  of all Leases,  and each Lease shall  contain a written  provision
acceptable  to Lender  whereby  all  rights o f the ten ant in the Lease and the
Property are  subordinated  to the liens and security  interests  granted in the
Loan Documents, and at the option of Lender, Borrower shall cause to be executed
and delivered to Lender a subordination and non-disturbance  agreement,  in form
and substance  acceptable to Lender,  relating to each Lease, and fully executed
by Lender,  Borrower and such tenant.  Borrower hereby covenants and agrees that
Borrower  shall at all times  during the term of the Loan  comply with all terms
and conditions of the Leases.

         6. Event of  Default.  The  occurrence  of any of the  following  shall
constitute an event of default hereunder (an "Event of Default"):

         (a) Borrower shall fail to pay when due any installment of principal or
         interest or any other monetary obligation arising under the Note or any
         of the other Loan  Documents  and such failure  shall  continue for ten
         (10) days after written notice  thereof;  provided,  however,  Borrower
         shall only be entitled to three (3) such notices during the term of the
         Loan, after which Lender may proceed without notice to Borrower.

         (b) Any  representation  or warranty  made by Borrower or any Guarantor
         (Borrower and each of the Guarantors  are sometimes  referred to herein
         as an  "Obligated  Party")  in  any  of the  Loan  Documents  or in any
         certificate,  report,  notice or financial  statement  furnished at any
         time in  connection  with  the  Note  shall  be  false,  misleading  or
         erroneous in any material respect when made.

         (c) Any Obligated  Party shall fail to perform,  observe or comply with
         any  nonmonetary  covenant,  agreement or term contained in the Note or
         any of the other Loan  Documents and such failure  continues for thirty
         (30) days after written notice  thereof,  or, if such failure is by its
         nature not  susceptible  of cure  within said  initial  thirty (30) day
         period,  for such  longer  period of time (not to exceed an  additional
         sixty (60) days),  so long as Borrower  commences such cure during said
         initial thirty (30) day period and thereafter diligently prosecutes its
         completion.




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         (d) Any Obligated Party shall commence a voluntary  proceeding  seeking
         liquidation, reorganization or other relief with respect to their debts
         under any bankruptcy,  insolvency or other similar law now or hereafter
         in  effect  or  seeking  the   appointment  of  a  trustee,   receiver,
         liquidator,   custodian  or  other  similar   official  of  them  or  a
         substantial  part of their property or shall consent to any such relief
         or to the  appointment of or taking  possession by any such official in
         such a  proceeding  commenced  against  them or  shall  make a  general
         assignment for the benefit of creditors or shall  generally fail to pay
         their  debts as they  become due or shall take any action to  authorize
         any of the foregoing.

         (e) Any involuntary proceeding shall be commenced against any Obligated
         Party seeking liquidation,  reorganization or other relief with respect
         to their debts under any  bankruptcy,  insolvency  or other similar law
         now or  hereafter  in effect or seeking the  appointment  of a trustee,
         receiver, liquidator, custodian or other similar official for them or a
         substantial  part of their property,  and such  involuntary  proceeding
         shall remain undismissed and unstayed for a period of ninety (90) days.

         (f) If any one or more  of the  Loan  Documents  shall  be  terminated,
         revoked,  or otherwise  rendered  void or  unenforceable,  in any case,
         without  Lender's  prior  written  consent,  and such Loan  Document or
         portion  thereof that was effected is not replaced with a substantially
         similar agreement, instrument or deed within thirty (30) days of notice
         from Lender.

         (g) If any  Obligated  Party  shall  allow the levy  against all or any
         material   part  of  the   Property  of  any   execution,   attachment,
         sequestration  or other writ which is not  vacated  within  ninety (90)
         days after the levy.

         (h) Except as  provided  in Section 18 hereof,  the sale,  encumbrance,
         lease or  other  unauthorized  transfer  or  disposition  of all or any
         portion of the Property  without the express written consent of Lender,
         which  consent  Lender  shall  be en  titled  to  withhold  in its sole
         discretion.

         (i) If the Borrower fails to comply with any material  requirements  of
         any governmental authority within thirty (30) days after Borrower shall
         have received written notice thereof;  provided,  however, it shall not
         be an Event of Default if Borrower contests an assessment in accordance
         with the provisions applicable thereto in the Deed of Trust.

         (j) If a material  portion of the Property is taken or threatened to be
         taken by eminent domain,  so that, in Lender's  reasonable  discretion,
         the  remaining  portion of the  Property  would not be have  sufficient
         value to support the remaining  principal balance of the Loan after the
         proposed recovery is applied to the indebtedness.

         (k) The  rendering of one or more  judgments or decrees for the payment
         of money in  excess  of  $50,000.00  (in the  aggregate),  against  any
         Obligated  Party,  and such  judgment  or decree has not been  vacated,
         bonded or stayed by  appeal or  otherwise,  for a period of sixty  (60)
         consecutive  days after the date of entry of the final order pertaining
         thereto.



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         (l) A lawsuit or other  proceeding shall be filed against any Obligated
         Party and such  lawsuit or  proceeding  shall not be  dismissed  within
         ninety  (90)  days  of  such  filing,  and  Lender  determines,  in its
         reasonable   discretion,   that  the  amount  of  recovery   sought  or
         anticipated  to be  sought,  the cost of  defense,  or the  allegations
         contained therein materially impair the ability of such Obligated Party
         to pay the indebtedness evidenced by the Note and the Loan Documents.

         (m) Any Obligated  Party shall default beyond any  applicable  grace or
         cure  period in the  payment  of any other debt or  obligation  related
         thereto in excess of $10,000.00 (in the aggregate), or shall default in
         the  performance  of any other  material  agreement  binding  upon such
         Obligated Party or their respective assets or properties, including but
         not limited to, all other  obligations of an Obligated Party to Lender,
         now existing or hereafter arising, it being acknowledged that Guarantor
         is also the guarantor of other loans from Lender.

         (n) The  death  of  Guarantor,  or any  formal  attempt  to  revoke  or
         terminate the Guaranty by Guarantor.

         (o) The default beyond any applicable cure period of Borrower under the
         Required Lease.

         7. Remedies.  Upon the occurrence of an Event of Default,  Lender shall
have the immediate  right,  at the sole  discretion of Lender  without notice or
demand and without  prejudice to any other right of Lender,  to: (i) declare the
entire  unpaid  balance of the Note and all accrued but unpaid  interest at once
immediately  due and payable (and the same shall be at once  immediately due and
payable and the same may be collected forthwith), (ii) foreclose and enforce all
liens and security interests securing payment thereof, and (iii) exercise any of
Lender's other rights,  powers,  recourses and remedies under the Note or any of
the other Loan Documents, or at law or in equity. Except as may be prohibited by
applicable  law, all of Lender's rights and remedies shall be cumulative and may
be exercised singularly or concurrently. Election by Lender to pursue any remedy
shall  not  exclude  pursuit  of any  other  remedy,  and an  election  to  make
expenditures  or to take action to perform an obligation of any Obligated  Party
shall not affect  Lender's  right to declare an Event of Default and to exercise
its rights and remedies.

         8. Indemnification.  The Borrower agrees to indemnify,  defend and hold
the Lender and its  shareholders,  employees,  officers,  directors,  agents and
attorneys  harmless  from and against any and all loss,  liability,  obligation,
damage,  penalty,  judgment,  claim, deficiency and expense (including interest,
penalties,  reasonable  attorneys' fees and amounts paid in settlement) to which
the  Lender or its  shareholders,  employees,  officers,  directors,  agents and
attorneys  may become  subject  arising out of or based upon or arising from the
occurrence  of an Event of Default  by  Borrower,  or which  arises out of or in
connection with the Property,  except for gross negligence or willful misconduct
of Lender.

         9. Expenses.  Notwithstanding any provision hereof to the contrary, the
Borrower shall pay all out-of-pocket  expenses  (including,  without limitation,



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the reasonable  fees and expenses of counsel for the Lender) in connection  with
the  negotiation,   preparation,   execution,   filing,   recording,   refiling,
re-recording,  modification and supplement of the Loan Documents and the making,
servicing and collection of the Loan.

         10. General Interest and Usury Provisions.

         (a) Savings  Clause.  It is expressly  stipulated  and agreed to be the
         intent of Borrower and Lender at all times to comply  strictly with the
         applicable  Texas law  governing the maximum rate or amount of interest
         payable  on the  indebtedness  evidenced  by the Note  and the  Related
         Indebtedness  (as  hereinafter  defined) or  applicable  United  States
         federal  law to the extent  that it  permits  Lender to  contract  for,
         charge,  take,  reserve or receive a greater  amount of  interest  than
         under Texas law. If the applicable law is ever  judicially  interpreted
         so as to render usurious any amount (i) contracted for, charged, taken,
         reserved  or  received  pursuant  to the Note,  any of the  other  Loan
         Documents or any other  communication or writing by or between Borrower
         and Lender  related to the  transaction  or  transaction s that are the
         subject matter of the Loan Documents,  (ii)  contracted  for,  charged,
         taken,  reserved  or  received  by reason of  Lender's  exercise of the
         option to  accelerate  the  maturity  of the Note  and/or  the  Related
         Indebtedness,  or (iii)  Borrower  will have  paid or Lender  will have
         received by reason of any voluntary  prepayment by Borrower of the Note
         and/or the Related  Indebtedness,  then it is  Borrower's  and Lender's
         express intent that all amounts charged in excess of the Maximum Lawful
         Rate shall be  automatically  canceled,  ab initio,  and all amounts in
         excess of the Maximum Lawful Rate theretofore collected by Lender shall
         be  credited  on the  principal  balance of the Note and/or the Related
         Indebtedness (or, if the Note and all Related Indebtedness have been or
         would  thereby  be  paid  in  full,  refunded  to  Borrower),  and  the
         provisions of the Note and the other Loan Documents  shall  immediately
         be deemed reformed and the amounts thereafter collectible hereunder and
         thereunder  reduced,  without the necessity of the execution of any new
         document, so as to comply with the applicable laws, but so as to permit
         the recovery of the fullest amount  otherwise  called for hereunder and
         thereunder; provided, however, if the Note has been paid in full before
         the end of the stated term of the Note,  then Borrower and Lender agree
         that Lender shall, with reasonable promptness after Lender discovers or
         is advised by  Borrower  that  interest  was  received  in an amount in
         excess of the Maximum Lawful Rate,  either credit such excess  interest
         against the Note and/or any Related Indebtedness then owing by Borrower
         to Lender  and/or  refund such excess  interest to  Borrower.  Borrower
         hereby agrees that as a condition  precedent to any claim seeking usury
         penalties  against  Lender,  Borrower  will provide  written  notice to
         Lender,  advising Lender in reasonable  detail of the nature and amount
         of the  violation,  and Lender shall have sixty (60) days after receipt
         of such  notice in which to correct  such usury  violation,  if any, by
         either  refunding  such excess  interest to Borrower or crediting  such
         excess interest against the Note and/or the Related  Indebtedness  then
         owing by Borrower to Lender.  All sums contracted for, charged,  taken,
         reserved or received by Lender for the use, forbearance or detention of
         any debt evidenced by the Note and/or the Related  Indebtedness  shall,
         to the extent  permitted by  applicable  law, be  amortized,  prorated,
         allocated or spread, using the actuarial method,  throughout the stated
         term of the Note and/or the Related Indebtedness (including any and all
         renew al and extension  periods) until payment in full so that the rate



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         or amount  of  interest  on  account  of the Note  and/or  the  Related
         Indebtedness  does not exceed the Maximum Lawful Rate from time to time
         in effect and  applicable  to the Note and/or the Related  Indebtedness
         for so long as debt is outstanding. In no event shall the provisions of
         Chapter  346  of  the  Texas  Finance  Code  (which  regulates  certain
         revolving credit loan accounts and revolving  triparty  accounts) apply
         to the Note  and/or any of the  Related  Indebtedness.  Notwithstanding
         anything to the contrary  contained  herein or in any of the other Loan
         Documents, it is not the intention of Lender to accelerate the maturity
         of any interest  that has not accrued at the time of such  acceleration
         or to collect unearned interest at the time of such  acceleration.  The
         terms and  provisions  of this  paragraph  shall  control and supersede
         every other term,  covenant or provision contained herein, in any other
         Loan  Document  or in any other  agreement  between  the  Borrower  and
         Lender.

         (b) Ceiling  Election.  To the extent that Lender is relying on Chapter
         303 of the Texas  Finance  Code to  determine  the Maximum  Lawful Rate
         payable  on  the  Note   and/or  any  other   portion  of  the  Related
         Indebtedness,  Lender will utilize the weekly ceiling from time to time
         in effect as provided in such  Chapter  303, as amended.  To the extent
         United States federal law permits Lender to contract for, charge, take,
         receive or reserve a greater  amount of interest  than under Texas law,
         Lender will rely on United  States  federal law instead of such Chapter
         303  for  the  purpose  of   determining   the  Maximum   Lawful  Rate.
         Additionally,  to  the  extent  permitted  by  applicable  law  now  or
         hereafter  in effect,  Lender may, at its option and from time to time,
         utilize any other method of establishing  the Maximum Lawful Rate under
         such Chapter 303 or under other  applicable  law by giving  notice,  if
         required,  to  Borrower  as  provided  by  such  applicable  law now or
         hereafter in effect.

         (c) Definitions.

         (i) As used  herein,  the term  "Maximum  Lawful  Rate"  shall mean the
         maximum lawful rate of interest which may be contracted  for,  charged,
         taken, received or reserved by Lender in accordance with the applicable
         laws of the State of Texas (or applicable  United States federal law to
         the extent that such law permits Lender to contract for, charge,  take,
         receive or reserve a greater  amount of interest than under Texas law),
         taking into account all Charges made in connection with the transaction
         evidenced by the Note and the other Loan Documents.

         (ii) As used herein,  the term "Charges"  shall mean all fees,  charges
         and/or any other  things of value,  if any,  contracted  for,  charged,
         taken,   received  or  reserved  by  Lender  in  connection   with  the
         transactions  relating to the Note and the other Loan Documents,  which
         are treated as interest under applicable law.

         (iii) As used herein,  the term "Related  Indebtedness"  shall mean any
         and all indebtedness  paid or payable by Borrower to Lender pursuant to
         the Loan Documents or any other  communication or writing by or between
         Borrower and Lender related to the transaction or transactions that are
         the subject  matter of the Loan  Documents,  except  such  indebtedness
         which has been paid or is payable by Borrower to Lender under the Note.



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         11. Notices. Any notice or demand required hereunder shall be deemed to
be  delivered  when  deposited  in the  United  States  mail,  postage  prepaid,
certified mail,  return receipt  requested,  addressed to Borrower or Lender, as
the case may be, at the address set out hereinbelow, or at such other address as
such party may  hereafter  deliver in accordance  herewith.  Any other method of
delivery  or demand  shall be  effective  only  when  actually  received  by the
recipient  thereof.  If and when included within the term "Borrower" or "Lender"
there are more than one person,  all shall jointly arrange among  themselves for
their joint  execution  and  delivery of a notice to the other  specifying  some
person  at some  specific  address  for the  receipt  of all  notices,  demands,
payments or other documents. All persons included within the terms "Borrower" or
"Lender,"  respectively,  shall be  bound  by  notices,  demands,  payments  and
documents  given in accordance with the provisions of this paragraph to the same
extent as if each had received such notice, demand, payment or document.

         12.  Governing Law. This Agreement and each of the other Loan Documents
shall be deemed a contract  and  instrument  made under the laws of the State of
Texas, Lender's principal place of business, and shall be construed and enforced
in  accordance  with and governed by the laws of the State of Texas and the laws
of the United  States of America.  Borrower  hereby  irrevocably  submits to the
non-exclusive jurisdiction of the State and Federal Courts of the State of Texas
and agrees and consents that service of process may be made upon Borrower in any
legal  proceeding  relating to any of the Loan  Documents  by any means  allowed
under  Texas or  Federal  law.  Venue  for any legal  proceedings  may be Dallas
County,  Texas,  provided that Lender may choose any venue in any state which it
deems appropriate in the exercise of its sole discretion.

         13. Relief in Bankruptcy. Borrower hereby agrees that, in consideration
of the recitals and mutual covenants  contained  herein,  and for other good and
valuable consideration, in the event Borrower shall (i) file with any bankruptcy
court of competent jurisdiction or be the subject of any petition under Title 11
of the U.S. Code, as amended, (ii) be the subject of any order for relief issued
under such Title 11 of the U.S.  Code, as amended,  (iii) file or be the subject
of  any  petition  seeking  any   reorganization   rearrangement,   composition,
adjustment,  liquidation,  dissolution,  or similar  relief under any present or
future state act or law relating to  bankruptcy,  insolvency or other relief for
debtors,  (iv) have sought or consented to or acquiesced to any  appointment  of
any trustee,  receiver,  conservator,  or liquidator,  (v) be the subject of any
order,  judgment  or  decree  entered  by any  court of  competent  jurisdiction
approving  a  petition   filed   against  such  part  for  any   reorganization,
rearrangement,  composition,  adjustment,  liquidation,  dissolution, or similar
relief  under any  present  or future  federal or state act of law  relating  to
bankruptcy, insolvency or relief for debtors, Lender shall thereupon be entitled
to relief from the automatic stay imposed by Section 362 of Title 11 of the U.S.
Code,  as amended,  or  otherwise,  on or against the exercise of the rights and
remedies  otherwise  available to Lender as provided herein, in any of the other
Loan Documents, and as otherwise provided by applicable state and federal law.

         14. Survival; Parties Bound. All representations, warranties, covenants
and agreements made by or on behalf of the Borrower in connection herewith shall
survive the execution and delivery of the Loan Documents,  shall not be affected
by any investigation made by or on behalf of Lender, and shall bind the Borrower



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and its successors,  trustees, receivers and assigns and inure to the benefit of
the  successors and assigns of the Lender.  The term of this Agreement  shall be
until the later of the final maturity of the Note and the payment of all amounts
due under the Loan Documents.

         15.  Counterparts.  This Agreement may be executed in several identical
counterparts,  and by the  parties  hereto on  separate  counterparts,  and each
counterpart,  when so  executed  and  delivered,  shall  constitute  an original
instrument, an d all such separate counterparts shall constitute but one and the
same instrument.

         16.  Severability.  If any provision of any of the Loan Documents shall
be invalid,  illegal or  unenforceable  in any respect under any applicable law,
the validity,  legality and enforceability of the remaining provisions shall not
be affected or impaired thereby.

         17. Captions. The headings and captions appearing in the Loan Documents
have been  included  solely  for  convenience  and shall  not be  considered  in
construing the Loan Documents.

         18.  ENTIRE  AGREEMENT.  THIS  WRITTEN  LOAN  AGREEMENT  AND OTHER LOAN
DOCUMENTS  REPRESENT  THE FINAL  AGREEMENT  BETWEEN  THE  PARTIES AND MAY NOT BE
CONTRADICTED  BY  EVIDENCE  OF  PRIOR,   CONTEMPORANEOUS,   OR  SUBSEQUENT  ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

                            [Signature Page Follows]




                                       9
<PAGE>

         IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement to be
effective as of the day first written above.

                                        LENDER:
                                        -------

                                        PARK CITIES BANK



                                        By: /s/ Mike Emerson
                                           -------------------------------------
                                           Mike Emerson, Vice President

                                        BORROWER:
                                        ---------

                                        ENVIROCLEAN MANAGEMENT SERVICES, INC., a
                                        Texas corporation



                                        By: /s/ Matthew H. Fleeger
                                           -------------------------------------
                                           Matthew H. Fleeger, President

                                        CONSENT
                                        -------

         The  undersigned  hereby joins in the  execution  of this  Agreement to
evidence his consent and agreement to the terms and conditions contained herein.

                                        GUARANTOR:
                                        ----------

                                        MATTHEW H. FLEEGER, INDIVIDUALLY



                                        By: /s/ Matthew H. Fleeger
                                           -------------------------------------
                                           MATTHEW H. FLEEGER, INDIVIDUALLY




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<PAGE>

                                   SCHEDULE 1
                                   ----------

                             Reporting Requirements

Borrower and Guarantor, as applicable,  agree to deliver to Lender the following
statements and reports:

         (a) Annual  financial  statements for Borrower  within 120 days of each
         fiscal  year end,  commencing  with the fiscal  year ending in the year
         2005, which are certified as true and correct in all material  respects
         by an authorized officer of Borrower;

         (b) Annual personal financial statements for Guarantor within 14 months
         of the date of the previous statements provided to Lender, certified as
         true and correct in all material respects by Guarantor;

         (c) Federal income tax returns  annually for Borrower within 30 days of
         filing  with the IRS,  but in any  event  by  October  31st of the year
         following the tax y ear for which the returns are prepared,  commencing
         with the returns filed for the 2005 tax year;

         (d) Federal income tax returns  annually for each  Guarantor  within 30
         days of filing  with the IRS,  but in any event by October  31st of the
         year  following  the tax  year for  which  the  return s are  prepared,
         commencing with the returns filed for the 2004 tax year;

         (e)  Upon  request,  such  additional  financial  statements  regarding
         Borrower,  any Guarantor or the Property as may be reasonably requested
         by Lender.






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<PAGE>


                                    EXHIBIT A
                                    ---------

        FIELD NOTE DESCRIPTION OF 0.7835 ACRES (34,131 SQUARE FEET) OF
        LAND OUT OF RESTRICTED  RESERVE "F",  INTERBELT NORTH BUSINESS
        CENTER, AS RECORDED IN VOLUME 329, PAGE 6 OF THE HARRIS COUNTY
        MAP RECORDS, SITUATED IN THE JOSEPH MCGINNIS SURVEY, A-587, IN
        HARRIS  COUNTY,  TEXAS,  SAID  0.7835  ACRE  TRACT  BEING MORE
        PARTICULARLY DESCRIBED BY METES AND BOUND AS FOLLOWS:

BEGINNING  at a 5/8"  Iron  rod  found  on the  Easterly  right-of-way  line  of
Interdrive  East (60 feet wide),  said Iron Rod marks the common Westerly corner
of said Restricted Reserve "F" and Restricted Reserve "E" of aforesaid Interbelt
North Business Center;

THENCE S 88*59'00"E,  along the North line of Restricted Reserve "F", a distance
of 210.23 feet to a 5/8" Iron Rod found for the common  Easterly  corner of said
Restricted  Reserve "F" and Restricted Reserve "E", said Iron Rod also marks the
Northeasterly corner of the herein described tract;

THENCE S  01*01'00"W,  along the  Easterly  line of  Restricted  Reserve  "F", a
distance of 164.90 feet to a 5/8" Iron Rod found for the Southeasterly corner of
the herein described tract;

THENCE N  88*59'00"W,  leaving the Easterly  line of  Restricted  Reserve "F", a
distance  of  205.22  feet to a 5/8"  Iron  Rod  found on the  Easterly  line of
aforesaid  Interdrive  East,  said point marks the  Southwesterly  corner of the
herein described tract, said point falling on a curve to the left;

THENCE, Northerly,  along the Easterly right-of-way line of aforesaid Interdrive
East with said curve to the left, having a central angle of 03*07'12",  a radius
of 3030.00 feet, an arc length of 165.00 feet and a chord bearing N 00* 43'21"W,
for a  distance  of 164.98  feet to the POINT OF  BEGINNING  and  containing  as
aforesaid 0.7835 acres (34,131, square feet) of land.






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