Exhibit 10.22

                                 PROMISSORY NOTE

$325,000.00                                                        July 29, 2005

         FOR VALUE RECEIVED,  the undersigned,  ENVIROCLEAN MANAGEMENT SERVICES,
INC., a Texas corporation  ("Maker"),  whose address is 17120 N. Dallas Parkway,
Suite 235,  Dallas,  Texas  75248  hereby  promises  to pay to the order of PARK
CITIES BANK (together with its successors and assigns and any subsequent  holder
of this Promissory Note, "Payee"), as hereinafter provided, the principal sum of
THREE HUNDRED TWENTY FIVE THOUSAND AND NO/100 DOLLARS ($325,000.00),  or so much
thereof as may be  advanced by Maker from time to time  hereunder  to or for the
benefit or  account  of Payee,  together  with  interest  thereon at the rate of
interest hereinafter provided, and otherwise in strict accordance with the terms
and provisions hereof.

         1. Interest. Interest shall accrue on the principal balance from day to
day outstanding  hereunder at a rate (the "Applicable Rate") equal to the lesser
of:

         (i) The Maximum Lawful Rate (as hereinafter defined); or

         (ii) A floating  rate of  interest  (the  "Adjustable  Rate") per annum
         equal to the sum of (i) the Prime Rate (defined below) in effect on the
         date of the  disbursement of the initial advance under this Note and as
         adjusted  to the Prime Rate in effect on each day  thereafter  and (ii)
         two  percent  (2.0%),  commencing  on the Advance  Date and  continuing
         thereafter until the Maturity D ate(defined below).

         The term "Prime Rate" as used in this Note and the Loan Documents which
secure this Note means the highest  "Prime Rate"  published in the "Money Rates"
section  of The Wall  Street  Journal  from  time to  time.  The  Prime  Rate is
determined  from time to time as a means of  pricing  some  loans and is neither
tied to any external rate of interest or index nor does it  necessarily  reflect
the lowest rate of  interest  actually  charged by the Lender to any  particular
class or category of customers of the Lender.  If the Prime Rate as published in
the "Money  Rates"  section  of The Wall  Street  Journal  ceases to exist or is
discontinued  or no longer  published,  Lender shall have the right,  exercising
reasonable  judgment,  to  substitute  a  comparable  index which is outside the
control  of  Lender.  If  the  Lender  shall  so  substitute  a new  method  for
determining the Prime Rate as aforesaid,  such new method shall become effective
immediately on written  notice to the Borrower.  In the event of an error by The
Wall Street  Journal in publishing  the Prime Rate,  the Prime Rate shall be the
actual Prime Rate, as corrected.

         2.  Payment.  This Note  shall be due and  payable,  without  setoff or
deduction , as follows:

         (i) Monthly  installments  of accrued  but unpaid  interest at the then
         applicable  Adjustable  Rate, plus principal in an amount  necessary to
         fully amortize the outstanding principal balance of this Note over a 20
         year period  commencing  on the date hereof shall be due and payable on
         the twenty-ninth (29th) day of each month, beginning on August 29, 2005
         and  continuing  on the  same  day of  each  month  thereafter  (except
         February,  when the payment shall be due on the 28th)  thereafter until
         the Maturity Date (as defined below);  and (ii) The entire  outstanding
         principal  balance hereof and all accrued but unpaid  interest shall be
         finally due and payable on July 29, 2010 (the "Maturity Date").

         All payments under this Note made to Payee at Payee's  banking  offices
located at 5307 E. Mockingbird Lane, Suite 200, Dallas,  Texas 75206, or at such
other place or manner as the Payee may from time to time  designate  in writing,
without  offset,  in lawful money of the United States of America which shall be
legal  tender in payment of all debts at the time of  payment.  Maker may prepay



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<PAGE>

all or any  portion of the  principal  of this Note at any time and from time to
time prior to maturity  without premium or penalty,  and interest shall cease to
accrue on any amounts so prepaid,  and any such prepayment of principal shall be
applied in the inverse order of maturity to the last maturing  installment(s) of
principal  under  this  Note.  Any  payment,   whether  a  regularly   scheduled
installment,  a prepayment or  otherwise,  shall be applied first to accrued but
unpaid  interest,  and the  remainder  of such  payment  shall be applied to the
reduction of the outstanding  principal  balance.  Maker hereby agrees to accept
Payee's  calculation of interest payable hereunder absent manifest  mathematical
error. If any payment on this Note shall become due on a Saturday, Sunday or any
other day which is a banking  holiday,  such  payment  shall be made on the next
succeeding  business day which is not a banking  holiday,  and such extension of
time shall in each such case be included in computing interest due hereunder. No
principal amount repaid may be reborrowed.

         3.  Loan  Documents;   Security.  This  Note  evidences,   among  other
indebtedness,  the loan  governed by that  certain  Loan  Agreement of even date
herewith (as modified and amended from time to time, the "Loan  Agreement"),  by
and between  Maker and Payee among others.  Payment  hereof is secured by, among
other  things,  that  certain  Deed of Trust of even date  herewith (as renewed,
extended  and  modified  from time to time,  the "Deed of  Trust"),  executed by
Maker, as grantor,  for the benefit of Payee,  covering certain property located
in Harris  County,  Texas.  Reference is hereby made to said Deed of Trust for a
description  of the  security  and the liens  therein  granted and the rights of
Maker  and  Payee  thereunder.  This  Note,  the Loan  Agreement  and any  other
agreement,   document  or  instrument  governing,   securing,   guaranteeing  or
pertaining  to  the  indebtedness   evidenced  by  this  Note  are  referred  to
collectively herein as the "Loan Documents".

         4. Default and Remedies.  Upon the  occurrence and during the existence
of an "Event of Default" (herein so called), as such term is defined in the Loan
Agreement, Payee shall have the immediate right, at the sole discretion of Payee
and without  notice or demand (i) to declare the entire  unpaid  balance of this
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) to  foreclose  and enforce  all liens and  security
interests  securing  payment hereof,  and (iii) to exercise any of Payee's other
rights, powers,  recourses and remedies under this Note or any of the other Loan
Documents, or at law or in equity.

         5. Attorney's Fees and Costs.  If Payee retains an  attorney-at-law  in
connection with any Event of Default or at maturity or to collect,  enforce,  or
defend this Note or any part hereof, or any of the other Loan Documents,  in any
lawsuit or in any probate, reorganization, bankruptcy or other proceeding, Maker
agrees to pay all costs and expenses of  collection,  including  but not limited
to, Payee's reasonable attorney's fees, whether or not any legal action shall be
instituted.

         6. Late Charge. At the option of Payee, Maker shall pay a "late charge"
in the amount of five (5%) of any installment on this Note when such installment
is not paid within fifteen (15) days following the date such installment is due,
in order to cover  the  additional  expenses  involved  in  handling  delinquent
payments.

         7. Default  Interest Rate. All past due installments of interest shall,
if permitted by  applicable  law,  bear  interest at an annual rate equal to the
lesser of the highest  lawful rate permitted by applicable law or the Applicable
Rate plus five  percent  (5%) per annum.  During the  existence  of any  default
hereunder,  the entire  unpaid  principal  balance  shall bear  interest  at the
highest rate permitted by applicable law, including  applicable federal or state
laws.



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         8.  Governing  Law.  This Note shall be governed  by, and  construed in
accordance with, the laws of the State of Texas,  except to the extent such laws
are  preempted by federal  laws,  in which case,  this Note shall be governed by
such  federal  laws,  as  applied  in the  State  of  Texas.  In the  event  the
enforceability  or validity  of any  provision  of this Note or of any  document
evidencing or securing the  indebtedness  represented by this Note is challenged
or questioned,  such  provision  shall be governed by, and shall be construed in
accordance with, whichever applicable federal or Texas law would uphold or would
enforce such challenged or questioned provision.

         9. General Interest and Usury Provisions.

         (a) Savings  Clause.  It is expressly  stipulated  and agreed to be the
intent of Maker and Payee 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 this Note and the Related Indebtedness (as hereinafter
defined),  or applicable United States federal law to the extent that it permits
Payee 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 this  Note,  any of the other  Loan
Documents or any other  communication  or writing by or between  Maker and Payee
related to the  transaction or  transactions  that are the subject matter of the
Loan Documents,  (ii) contracted for,  charged,  taken,  reserved or received by
reason of Payee's exercise of the option to accelerate the maturity of this Note
and/or the  Related  Indebtedness,  o r (iii) Maker will have paid or Payee will
have received by reason of any voluntary prepayment by Maker of this Note and/or
the Related Indebtedness, then it is Maker's and Payee'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 Payee shall be credited on the  principal  balance of
this Note  and/or the  Related  Indebtedness  (or, if this Note an d all Related
Indebtedness have been or would thereby be paid in full, refunded to Maker), and
the  provisions of this 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 this
Note has been paid in full before the end of the stated term of this Note,  then
Maker and Payee agree that Payee shall,  with reasonable  promptness after Payee
discovers  or is advised by Maker that  interest  was  received  in an amount in
excess of the Maximum Lawful Rate,  either credit such excess  interest  against
this Note and/or any Related  Indebtedness  then owing by Maker to Payee  and/or
refund such excess  interest to Maker.  Maker hereby  agrees that as a condition
precedent to any claim seeking usury penalties against Payee, Maker will provide
written notice to Payee,  advising Payee in reasonable  detail of the nature and
amount of the  violation,  and Payee 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 Maker or  crediting  such  excess  interest
against this Note and/or the Related  Indebtedness then owing by Maker to Payee.
All sums contracted for, charged,  taken,  reserved or received by Payee for the
use,  forbearance  or  detention  of any debt  evidenced by this 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 this Note and/or the Related Indebtedness  (including any and
all renewal and  extension  periods)  until  payment in full so that the rate or
amount of interest on account of this Note and/or the Related  Indebtedness does
not exceed the Maximum Lawful Rate from time to time in effect and applicable to
this 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  this  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 Payee to accelerate the maturity of



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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 Maker and Payee.

         (b)  Ceiling  Election.  To the extent that Payee 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,  Payee 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 Payee
to contract for, charge,  take,  receive or reserve a greater amount of interest
than under Texas law,  Payee 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, Payee 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 Maker 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 Payee in accordance with the applicable
         laws of the State of Texas (or applicable  United States federal law to
         the extent that such law permits Payee 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 this 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  Payee  in   connection   with  the
         transactions relating to this 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 Maker to Payee pursuant to the
         Loan  Documents  or any other  communication  or  writing by or between
         Maker and Payee 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 Maker to Payee under this Note.

         10. Waiver.  EXCEPT AS  SPECIFICALLY  PROVIDED IN THE LOAN DOCUMENTS TO
THE CONTRARY, MAKER AND ANY SURETY, ENDORSER OR GUARANTOR OF THIS NOTE SEVERALLY
AND EXPRESSLY (i) WAIVE AND RELINQUISH  PRESENTMENT FOR PAYMENT,  DEMAND, NOTICE
OF NONPAYMENT OR NONPERFORMANCE, PROTEST, NOTICE OF PROTEST, NOTICE OF INTENT TO
ACCELERATE, NOTICE OF ACCELERATION,  GRACE, DILIGENCE IN COLLECTING THIS NOTE OR
ENFORCING ANY SECURITY  THEREFOR,  OR ANY OTHER NOTICES OR ANY OTHER ACTION, AND
(ii) CONSENT TO ALL RENEWALS, EXTENSIONS, REARRANGEMENTS AND MODIFICATIONS WHICH
FROM TIME TO TIME MAY BE GRANTED  BY PAYEE  WITHOUT  NOTICE  AND TO ALL  PARTIAL
PAYMENTS HEREON,  WHETHER BEFORE OR AFTER MATURITY,  WITHOUT PREJUDICE TO PAYEE.
PAYEE SHALL  SIMILARLY HAVE THE RIGHT TO DEAL IN ANY WAY, AT ANY TIME,  WITH ONE
OR MORE OF THE FOREGOING PARTIES WITHOUT NOTICE TO ANY OTHER PARTY, AND TO GRANT
ANY SUCH PARTY ANY  EXTENSIONS OF TIME FOR PAYMENT OF ANY OF SAID  INDEBTEDNESS,
OR TO GRANT ANY OTHER INDULGENCES OR FORBEARANCES WHATSOEVER,  WITHOUT NOTICE TO
ANY OTHER PARTY AND WITHOUT IN ANY WAY AFFECTING  THE PERSONAL  LIABILITY OF ANY
PARTY HEREUNDER. MAKER AND ANY OTHER PARTY LIABLE HEREUNDER WAIVE THEIR RIGHT TO
A TRIAL BY JURY.



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         11.  Jurisdiction and Venue.  MAKER HEREBY  IRREVOCABLY  SUBMITS TO THE
NONEXCLUSIVE  JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF TEXAS
AND AGREES AND  CONSENTS  THAT  SERVICE OF PROCESS MAY BE MADE UPON MAKER IN ANY
LEGAL  PROCEEDING  RELATING  TO THIS NOTE BY ANY MEANS  ALLOWED  UNDER  TEXAS OR
FEDERAL LAW. VENUE FOR ANY LEGAL PROCEEDING SHALL BE DALLAS COUNTY, TEXAS.

         12. 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 Maker or Payee, 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 "Maker" or "Payee" there
are more than one person,  all shall jointly arrange among  themselves for their
joint execution and delivery o f 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  "Maker"  or  "Payee,"
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.

         13. Successors and Assigns.  This Note and all the covenants,  promises
and  agreements  contained  herein  shall be binding upon and shall inure to the
benefit of Maker and Payee, and their respective successors and assigns.

         14. Time is of the Essence.  Time is of the essence with respect to all
provisions of this Note and the other Loan Documents.

         15. Joint and Several Liability. Should this Note be signed or endorsed
by more than one person and/or entity,  all of the obligations  herein contained
shall be considered the joint and several obligations of each maker and endorser
hereof.

         16. Termination.  This Note may not be terminated orally, but only by a
discharge in writing signed by Payee at the time such discharge is sought.

         17.  Balloon  Feature.  THIS NOTE  PROVIDES  FOR A BALLOON  PAYMENT  AT
MATURITY.  MAKER  ACKNOWLEDGES  THAT NO AGREEMENT OR  COMMITMENT  EXISTS FOR ANY
EXTENSION OR REFINANCING OF THE BALANCE REMAINING AT THE STATED MATURITY HEREOF,
AND MAKER WILL, THEREFORE,  BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS THAT
MAKER MAY OWN OR YOU WILL HAVE TO FIND A LENDER,  WHICH MAY BE PAYEE, WILLING TO
LEND MAKER THE MONEY. IF MAKER REFINANCES THIS LOAN AT MATURITY, MAKER WILL HAVE
TO PAY SOME OR ALL OF THE CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN EVEN
IF MAKER OBTAINS REFINANCING FROM PAYEE.




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         IN WITNESS WHEREOF,  Maker,  intending to be legally bound hereby,  has
duly executed this Note as of the day and year first written above.

                                        MAKER:
                                        ENVIROCLEAN MANAGEMENT SERVICES, INC., a
                                        Texas corporation


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