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EXHIBIT 10.21

                           OEM STRATEGIC ALLIANCE AGREEMENT
                                       BETWEEN
                                 WHESSOE VAREC, INC.
                                         AND
                               FCI ENVIRONMENTAL, INC.

                                  TABLE OF CONTENTS

 1. TERM OF AGREEMENT
 2. PRICE
 3. PAYMENT
 4. FREIGHT POINT
 5. DELIVERY AND TRANSPORTATION CHARGES
 6. EXPORT REGULATIONS
 7. EXCLUSIVITY AND MARKETS
 8. RELEASES AND FORECASTS
 9. ACCEPTANCE
10. FORCE MAJEURE
11. BRAND NAME
12. SALES AND MARKETING
13. SERVICE
14. MARKET COLLATERAL TRANSFER
15. APPLICATIONS SUPPORT
16. TECHNICAL/RESEARCH AND DEVELOPMENT
17. ENGINEERING DOCUMENTATION AND CHANGE    CONTROL
18. QUALITY
19. PATENT PROTECTION/PROMOTION
20. NON-DISCLOSURE
21. LIMITATION OF LIABILITY
22. WARRANTY
23. SPARE PARTS
24. TRAINING
25. INDEPENDENT CONTRACTORS
26. GOVERNING LAW
27. INSOLVENCY
28. CHANGE OF OWNERSHIP
29. ATTORNEY'S FEES
30. ASSIGNMENT
31. INSURANCE
32. DISPUTES
33. NOTICES
34. TERMINATION
35. ENTIRE AGREEMENT
EXHIBIT A - PRODUCTS AND SPECIFICATIONS
EXHIBIT B - PRICING
EXHIBIT C-  FIELD SERVICE AND SPARES SUPPORT
EXHIBIT D-  QUALITY

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                                       RECITAL

This AGREEMENT made this 11th July 1996 is by and between FCI Environmental,
Inc. (herein called "Seller"), having a principal place of business at, 1181
Grier Drive, Building B, Las Vegas, Nevada, 89119 , and Whessoe Varec Inc.
having a principal place of business at 10800 Valley View Street, Cypress,
California, 90630,  (hereinafter called "Buyer").  .

The Seller wishes to sell and the Buyer wishes to buy certain Products
identified herein and in consideration of the covenants and undertakings
hereinafter set forth, the Buyer and Seller agree to create an OEM Strategic
Alliance as follows:

Exhibits A, Products and Specifications, B, Pricing,  C, Field Service and
Spares, and D, Quality, inclusive, attached hereto are made part of this
Agreement by reference.

Strategic Alliance is defined as a relationship based on commitment, trust,
shared information and resources that work to the mutual benefit of both
parties.  The Buyer and the Seller shall use their reasonably best efforts to
promote the Products into the markets covered under this agreement and shall
support each other to the best of their capabilities in this alliance.  Both
parties agree to conduct a program review every six months alternating between
each others facilities to assure maximum performance in this alliance.

1.  TERM OF AGREEMENT

    This Agreement shall be effective as of the June 30, 1996 and, except as
    hereinafter otherwise expressly stated and unless sooner terminated as
    provided herein, shall expire ten (10) years after this date (the Initial
    Term), subject to renewal as provided herein.  Buyer may request renewal of
    this Agreement for a further term of twelve  (12)  months by notifying
    Seller in writing, not less than sixty (60) days prior to the expiration of
    the Initial Term hereof and upon Seller's consent, such renewal to be on
    the same terms and conditions as applicable during the original term,
    except that pricing may be renegotiated to the mutual satisfaction of both
    parties.

2.  PRICE

    The price of each Product released by Buyer hereunder shall be in
    accordance with Exhibits "B".  Seller shall present a plan within six (6)
    months of the date of this agreement to present a plan to obtain
    productivity cost reduction including a minimum 5% per year price reduction
    target over a three year period.  Both parties agree to an annual price
    review to assure price/market compatibility.

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 3.  PAYMENT

    Payment terms shall be as follows:
    A.   One hundred eighty (180) days after shipment on the initial minimum
         order.
    B.   Ninety (90) days after shipment on the second minimum order.
    C.   Sixty (60) days after shipment of all subsequent orders unless
         otherwise agreed upon by both parties on a project by project basis.


4.  FREIGHT POINT

    Unless otherwise expressly agreed, all deliveries shall be FOB Las Vegas,
    NV.  Title and risk of loss shall pass to Buyer upon shipment.  Seller
    agrees to cooperate with Buyer on any shipping damage incurred on product
    during shipment.


5.  DELIVERY AND FREIGHT CHARGES

    A.   All products released shall be delivered as specified in Buyer's
         individual Releases.

    B.   Seller shall deliver all Products in packaging meeting the
         international commercial standards for similar items.  Buyer shall be
         responsible for special crating, packing or handling charges required
         by Buyer.

    C.   When instructed by the Buyer, Seller shall, at Buyer's expense, ship
         all special requirements for Products via the most expeditious method,
         consistent with the Products involved.

    D.   Unless otherwise agreed on an individual shipment basis, all freight
         charges shall be prepaid and billed.

6.  EXPORT REGULATIONS

    Both parties agree to comply with all applicable laws and regulations with
    regard to export of Products contained here within.  Buyer and Seller each
    warrant that they have knowledge of such laws and regulations and that they
    shall not knowingly violate them.  In addition, each party shall inform the
    other upon discovery of any changes to the applicable export laws or
    regulations.

7.  EXCLUSIVITY AND MARKETS

    Whereas the Buyer hereby agrees to exclusively market, promote and sell
    Products identified herein on a world wide basis, the Seller hereby grants
    the Buyer exclusive sales and marketing rights for the Products to any
    facilities with above ground storage tanks (AST) including but not limited
    to the oil, gas, storage, transportation, refinery, chemical,
    petrochemical, power generation, water, waste water treatment, and
    pharmaceutical industries world wide.  It is understood that there are some
    underground storage potentials that are addressable by the buyer which are
    included within the scope of this agreement.  The Seller shall inform Buyer
    of any pending new partnerships/alliances that

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    could have an impact on current or potential business for the Buyer.  If
    the parties determine that such a new partnership/alliance would have a
    material negative impact on the buyer's potential business, the Seller will
    not enter into said partnership/alliance.

8.  RELEASES AND FORECASTS

    Upon execution of this Agreement, Buyer shall provide to Seller purchase
    orders for products contained herein.  An Initial Release identified in
    Exhibit B effective June 30, 1996 which shall be  contingent upon Buyer's
    initial acceptance of Product as provided in Paragraph 9. The second
    release identified in Exhibit B shall occur no later than September 30,
    1996.  It is acknowledged by both parties that the P.O. identified in
    Exhibit B shall be issued by the Buyer on the basis of representation made
    by the seller with regard to the technical capability and commercial
    viability of the products identified herein.  If prior to the first date of
    payment referred to in the P.O. it becomes apparent to the buyer that
    significant or material problems exist with either technical capability or
    commercial viability of the Product(s), the Buyer shall have the option to
    withhold payment until such problem(s) are resolved to the Buyer's
    satisfaction.  Subsequent releases shall be activated as follows:

    A.   On or before the 1st day of each calendar month following the date of
         the second  release, and the 1st of each calendar month thereafter,
         Buyer shall deliver to Seller a Release specifying the quantity of
         Products to be delivered during the period from the (30th) to the
         (60th) day from the date of each such Release.  The Seller shall
         maintain a buffer stock of product equivalent to 30 days average usage
         (past six months) to satisfy unplanned demand placed upon the Buyer.
         The Buyer shall provide specific "ship to" addresses for each
         individual order drop-shipped by the Seller.

    B.   Buyer shall, with each Release specified in Paragraph 8A above,
         provide a forecast for delivery during the 90th through 180th days
         following each such Release.  Such forecast shall represent only a
         forecast; that is, Buyer's best estimate of its needs during said 90th
         through 180th day period, and shall not be binding upon Buyer.

    C.   Adjustment to Release Schedules

         1.   The delivery schedule for the units contained in the Initial
              Release and second release are not subject to schedule
              adjustment.
         2.   Units released subsequently to the Initial Release may be
              adjusted as follows:
              Seller agrees to use its reasonable efforts to accommodate
              Buyer's adjustments.  Both parties agree that all units ordered
              for delivery may be canceled without penalty if such units are
              scheduled for delivery more than thirty (30) days from date of
              cancellation.

    D.   Shipping dates provided by Seller are approximate, within one (1)
         week.  If  Seller fails to meet its committed to delivery schedules
         less than eighty percent (80%) of the time measured over a six month
         period , Buyer at his option, has the right to terminate this

<PAGE>

    Agreement and cancel outstanding orders at no charge.  In addition, if
    the Buyer does terminate the Agreement the Buyer may choose to continue
    to purchase Product at the prices agreed to in this Agreement.

    Seller shall inform the Buyer that a scheduled shipment will be delayed
    as soon as Seller becomes aware of the delay.

    Seller shall reconfirm shipping dates five (5) working days after receipt
    of order.

    If  Seller cannot meet it's shipment commitment for any reason, Seller
    must continue to meet all warranties in a timely manner.

9.  ACCEPTANCE

    Buyer may conduct, at its own expense, incoming inspection tests in
    conformance with Exhibit "A" to confirm that Product conforms to the
    applicable specifications.  Rejection of Products, or claim for
    replacement or shortages, must be made and notice thereof submitted in
    writing via FAX to Seller at its principal place of business.  Notice
    of rejection or claim must be received by Seller no later than thirty
    (30) days following date of receipt.  Products shall be deemed accepted
    if notice of rejection is not made as provided.  Seller shall not be
    liable for failure of timely receipt of Buyer's notice.

10. FORCE MAJEURE

    Neither party shall be liable to the other or deemed to be in default
    for any delay or failure in performance under this Agreement resulting
    from Acts of God, civil or military authority, acts of the public
    enemy, war, fires, explosions, earthquakes, floods, strikes, or any
    other event or condition beyond the reasonable control of either party.
    In the event Seller shall be unable to timely perform it's obligations
    under this Agreement as a result  of any such cause or condition beyond
    the Seller's control Buyer, upon notice to Seller, may purchase units
    elsewhere in substitution for the Product during the period of such delay.
    Such quantities of reprocured Products shall not be counted as ordered and
    accepted Products  against any Release commitment made to Seller hereunder.
    Notwithstanding the foregoing, however, should any such delay or failure
    continue for a period of sixty (60) days, Buyer may cancel this Agreement
    and/or any Releases hereunder.  Seller shall notify Buyer in writing of the
    existence of any such cause or condition within ten (10) days after the
    beginning thereof.

11. BRAND NAME

    Subsequent to the first order and for all following orders, the products
    identified herein shall incorporate the Whessoe Varec Brand name and
    there shall be no discussions with customers or other individuals or
    firms to the contrary.  The products shall have the identifying label
    that they were manufactured exclusively for the Buyer by the Seller.
    Patent identity shall be located on applicable labels and product
    literature.

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12. SALES AND MARKETING

    Buyer and Seller shall work together to formulate sales and marketing
    strategies to maximize results.  Both parties will participate jointly in
    all applicable trade shows and seminars mutually agreed upon.    Seller
    shall continue its regulatory lobbying efforts at a level equal to or
    greater than that immediately prior to this agreement.

13. SERVICE

    Buyer shall perform modem monitoring of designated installations as
    required by the end user or applicable regulatory authority.  Seller shall
    provide full support to include technical training to meet governmental
    agency requirements when and where applicable.

14. MARKETING COLLATERAL TRANSFER

    Seller shall transfer all marketing collateral data and information to the
    Buyer,  including, but not limited to brochures, test data, certifications,
    product specifications/drawings and  photographs, customer  databases,
    pending order reports, open quotations, environmental agency contacts and
    databases in both hard copy and electronic  format upon execution of this
    agreement.  Upon termination, all marketing collateral data and information
    shall be returned to Seller.

15. APPLICATIONS SUPPORT

    Seller shall provide sufficient applications support including training,
    sizing programs and any additional collateral to the Buyer to insure the
    development and adequate support of the business.  Furthermore,  Seller
    shall provide technical assistance throughout the duration of this
    agreement.

16. TECHNICAL/RESEARCH AND DEVELOPMENT

    Seller shall commit to ongoing product improvement and R&D efforts on
    Buyers behalf for existing as well as future generation Sensing and
    Detection Products in an attempt  to ensure that the products supplied
    under this agreement are best positioned in the marketplace with the best
    price, performance and service characteristics.  Further, Buyer and Seller
    shall participate in bi-annual technology reviews to discuss and agree upon
    strategies for Research and Development and new product development.  Buyer
    will undertake reasonable effort to keep the Seller informed of any
    significant market changes that would impact the direction or level of
    effort in Seller's Technical/Research and Development.  Each of the parties
    hereto shall be responsible for its costs incurred in complying with this
    paragraph.

17. ENGINEERING DOCUMENTATION AND CHANGE CONTROL

    A.   Seller shall supply Buyer, concurrent with the issuance of Buyer's
         Initial Release of Product, one set of reproducible documentation
         depicting Product in sufficient detail to permit Buyer to develop
         maintenance and repair procedures and to

<PAGE>


         understand Seller's spare parts concepts.  Documentation shall be in a
         form acceptable to the Buyer.

    B.   Seller agrees to provide to Buyer one reproducible copy of each
         Preliminary Engineering Change Order (ECO) which affects the
         configuration being supplied to the Buyer within ten (10) days after
         ECO has been received by Seller's Configuration Control Board. The
         Seller shall provide sufficient information to assist Buyer to verify
         Seller's determination of the impact of preliminary ECO on Product
         delivered to Buyer prior to the approval and release of each ECO.
         ECO's categorized in accordance with Sellers Engineering change
         control system to identify whether the ECO is:

         (1). A Mandatory Field  ECO requires action to install the change in
              all Product previously delivered.  Such changes shall be
              installed by the Buyer at the Sellers expense in Product located
              throughout the world.  Seller shall supply, at no cost to the
              Buyer, all parts, special tools, and instructions required to
              reliably install the ECO into the applicable Product.  Buyer
              agrees to provide competent personnel to perform the actual
              installation. The Seller has the option to install the ECO if
              agreed to by the buyer.  Should the Buyer, for any reason, not
              permit the Seller to promptly install the ECO, the Seller shall
              be relieved of any and all liability of any nature whatsoever
              for the performance or use of the Product affected by the ECO.
              The ECO modification(s) shall be warranted for one year from
              time of installation.

         (2). An Optional Field  ECO may be installed by Buyer at Buyer's
              option.  Seller agrees to provide at no cost to Buyer all parts,
              special tools and instructions required to install each ECO that
              the Buyer elects to install during the warranty period applicable
              to each Product.  Seller further agrees to sell to Buyer, at
              Seller's then current price, all parts, special tools and
              instructions required for any ECO the Buyer elects to install
              subsequent to the warranty period applicable to each Product.
              Seller agrees to make delivery of all parts required by any ECO
              the Buyer elects to install within thirty  (3O) days after
              receipt of notice of Buyer's election.

         (3). A Discretionary ECO that may be installed by Buyer at Buyer's
              option and expense.  Such ECO's are considered to be of a minor
              nature that are only installed if the Buyer's service represent-
              ative is already on site, has time available, and has the
              required material necessary to complete the task. Seller agrees
              to provide copies of ECO's affecting equipment both in and out of
              warranty for the duration of this Agreement. Parts, special tools
              and instructions shall be offered at catalog prices and be
              deliverable within seven (7) after receipt of Buyer's order.


         (4). A Routine ECO which corrects existing documentation or indicates
              a change to the Product which Seller will install prior to
              delivery of Product to Buyer.  All CEO's will be installed by
              Seller at no charge to Buyer.

<PAGE>


              Such CEO's shall have no impact on the Buyer's Product
              application as to form,  fit or function.

    C.   Buyer agrees to maintain its repair and maintenance documentation for
         Products on a concurrent basis with Seller's furnished CEO's.

    D.   Buyer may request Seller to change Product by submitting to Seller an
         Engineering Change Request(ECR).  Seller may agree but shall not be
         obligated to incorporate any ECR subject to negotiation as to impact
         on price and delivery.

    E.   In the event any ECO shall render Product incompatible with Buyer's
         software or firmware used to operate Product, Seller agrees at Buyer's
         option (1) to restore Product to pre ECO capability, or (2) adjust the
         price of affected Product to compensate Buyer for the cost of
         restoring compatibility by changing Buyer's software or firmware, or
         (3) provide an alternate means of restoring compatibility.

    F.   Disputes with respect to ECO compatibility/effectiveness shall be
         negotiated in good faith between the Parties hereto.

18. QUALITY

    Products supplied by the Seller shall comply with Buyer's requirements and
    standards of approval contained in Exhibit D.

    A.   Seller agrees to establishing an ISO9001 recognized quality system
         with certification trough a duly recognized/RAB accredited agency
         within the first two years of this agreement.
    B.   Seller agrees to provide any/all quality/reliability related data on
         all product identified herein which may affect the continued
         determination of product quality and reliability.  This includes but
         is not limited to production yield measures, failure analysis of both
         production failures and field returned product, design reliability,
         demonstrated reliability testing, burn-in testing, filed performance,
         mean time between failure, mean time to repair, etc.
    C.   Upon Buyer's request, Seller agrees to provide failure analysis of any
         field failures returned to Seller.  This analysis to include root
         cause of failure and subsequent corrective action, as applicable.

19. PATENT PROTECTION/PROMOTION

    Seller shall undertake at its own expense and have full control over the
    defense, settlement and negotiation of any suit or proceeding brought
    against the Buyer insofar as such suit or proceeding is based upon a claim
    that any Product made to Seller's design and furnished hereunder
    constitutes an infringement of any patent of the United States or other
    nations, on the condition that the Buyer promptly notified Seller in
    writing of such suits or threats thereof and cooperates by giving Seller
    any requested authorization, information and assistance for defense of
    same.

<PAGE>


    If a permanent injunction shall prohibit use or sale of Product or any part
    thereof, Seller shall, at its option and expense, either procure for the
    Buyer the right to continue selling the Product or any part thereof,
    replace and modify the same so that it becomes non-infringing, or take back
    the Product refunding the purchase price thereof, less a reasonable amount
    for use or damage.

20. NONDISCLOSURE

    Except as required by law or to conform with law, (1) neither Buyer or
    Sellers shall advertise, issue press releases, or otherwise disclose the
    existence of this Agreement or any terms hereof or arrangements hereunder
    to information with respect to any Release without the other party's prior
    written consent, and (2) Seller shall not, without Buyer's prior written
    consent, refer in any communication which is reasonably likely to become
    public to the fact that the Seller is a Supplier of Products to Buyer.  The
    Buyer and the Seller agree that neither party shall disclose, duplicate,
    copy or use for any purpose other than in the performance of this agreement
    and shall treat as confidential and as proprietary to each other all
    information which relates to the other party's research, development, trade
    secrets or business affairs ( collectively, "Confidential Information"),
    and each party agrees to protect the Confidential Information the same
    degree of care it exercises to protect the security of its own Confidential
    Information and to prevent unauthorized disclosure, use or publication
    thereof.  The obligation to treat information as confidential shall not
    apply to information which is publicly available or is obtained rightfully
    from third parties without a duty to keep confidential.  Notwithstanding
    the foregoing, either party may disclose confidential information where
    required by law, the legal order of any court or governmental agency, or
    the rules of any applicable securities exchange.

21. LIMITATION OF LIABILITY

    EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, NEITHER BUYER NOR SELLER SHALL BE
    LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
    DAMAGES OR LOSS OF PROFITS OR OTHER BENEFITS ARISING OUT OF THIS AGREEMENT
    OR ANY BREACH THEREOF.

22. WARRANTY

    Seller expressly warranties that Products shall be free from defects in
    workmanship and material for a period of twelve (12) months from the date
    of shipment by Buyer to the end user or twenty four months from the date of
    shipment to Buyer, whichever is shorter.

         Seller's sole and exclusive obligation under this warranty is limited
         to repair or replacement, at Seller's option and expense of all
         Products that are returned to Seller within the applicable warranty
         period and determined by Seller to be defective.

         Buyer is responsible for properly packaging Product to be returned at
         Buyer's expense and shall ship Product prepaid at Buyer's expense.
         Seller shall return Product to Buyer prepaid at Seller's expense. In
         the event Seller's inspection discloses that returned

<PAGE>


    Product is not defective, Buyer shall reimburse Seller for shipment cost
    to return Product to Buyer.

    The warranty shall immediately be null and void if, the Product has been
    altered or repaired other than with authorization from Seller, has been
    subjected to misuse, abuse, negligence or accident, damaged by excessive
    current, damaged in shipment, subject to improper environmental conditions,
    or had its serial number or any other Product marking altered, defaced, or
    removed.

    This warranty shall remain in effect notwithstanding Buyer's shipment
    to third parties, but warranty remedies defined herein are applicable
    only to Buyer and are not transferable.  Units may be shipped directly
    to and from third (3rd) party site.  Buyer acknowledges that in any
    sale of Products to third  (3rd) parties, the precise terms of this
    warranty and all disclaimers and limitations set forth herein shall
    control Seller's liabilities and Buyer shall indemnify Seller from any
    warranties made by Buyer beyond those set forth herein.

    THIS WARRANTY IS IN LIEU OF AND BUYER WAIVES ALL OTHER WARRANTIES,
    EXPRESSED OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT
    LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PAR-
    TICULAR USE OR PURPOSE OF SUITABILITY FOR A PARTICULAR OPERATING ENVIRON-
    MENT. THE REMEDIES STATED IN THIS WARRANTY CLAUSE ARE EXCLUSIVE.

23. SPARE PARTS

    A.   Seller agrees to sell to Buyer spare parts and accessories  for a
         period of (10) years after the end of a product offering contained in
         this Agreement.

    B.   Seller shall sell to Buyer at Seller's then current price less  list
         less such quantities of spare parts as may be released by Buyer.
         Such spare parts shall be supplied on the terms and conditions of this
         Agreement applicable prior to such expiration.

    C.   Seller shall furnish to Buyer a recommended spare parts list and
         update such list from time-to-time as and when required.

    D.   Seller shall use its best efforts to ship, F.O.B. Las Vegas NV, parts
         needed by Buyer in an emergency as a result of a Product failure
         within twenty-four  (24) hours of Buyer's telephone notification to
         Seller and in no event later than forty-eight  (48) hours after such
         notification.

24. TRAINING

    Seller shall provide sufficient training to Buyer's Applications and
    Service personnel to ensure that the products are adequately promoted,
    applied and serviced.  Further, Seller shall participate in Buyer's sales
    training seminars as are mutually agreed upon. 
<PAGE>


25. INDEPENDENT CONTRACTORS

    It is understood and agreed that each  party hereto is an independent
    contractor engaged in the operation of its own respective business, and
    neither party shall be considered to be the agent of the other for any
    purpose whatsoever and nothing in this Agreement shall be construed to
    establish a relationship of co-partnership or joint venture between the
    Buyer and the Seller.

26. GOVERNING LAW

    This Agreement shall be governed by, interpreted under, and construed
    according to the laws of the State of Nevada.

27. INSOLVENCY

    In the event that the Buyer or the Seller (1) is in default of  any of its
    covenants or the terms and conditions of this Agreement, (2) becomes
    insolvent  or bankrupt or admits in writing its inability to pay its
    indebtedness, or (3) makes an assignment for the benefit of its creditors,
    or a reorganization arrangement under bankruptcy laws,  then the Seller or
    the Buyer may terminate this agreement in writing,  sue for and recover all
    debts then accrued, and pursue and exercise any other remedies allowed by
    law or this Agreement.  The  party failing to prevail shall be liable for
    all reasonable costs and expenses,  including reasonable Attorney's fees,
    incurred by and associated with exercising any  remedies hereunder or in
    enforcing any terms contained herein.

28. CHANGE OF OWNERSHIP

    Should the Seller change its ownership so that there is more than a fifty
    (50) percent change of ownership, Buyer shall maintain exclusive sales and
    marketing rights to the Products for the duration of this agreement.  This
    agreement shall be enforceable throughout its duration even in the case of
    the Buyers change of ownership.  Should a new owner of either party decide
    not to pursue the Products identified here in, manufacturing rights shall
    be given to the other party, and all appropriate documentation, special
    tools and fixtures, assemble instructions, etc.  shall be transferred to
    the other party at cost less reasonable depreciation and any committed
    releases and product orders shall be fulfilled for a period of six months
    from the time of change.

29. ATTORNEY'S FEES

    In the event Attorney's fees or other costs are incurred to secure
    performance of any of the obligations provided for in this Agreement, to
    establish damages for the breach of this Agreement, or to obtain any
    appropriate relief, whether by way of prosecution or defense, the
    prevailing party shall be entitled to reasonable attorney's fees and other
    costs incurred.

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30. ASSIGNMENT

    This Agreement shall not be assigned by either party without the prior
    written consent of the other party.

31. DISPUTES

    The parties hereto agree to perform under this agreement with full faith
    and diligence.  The Seller and the Buyer will use their best efforts to
    resolve any and all disputes arising from this agreement.  Should their
    efforts fail, both parties agree to the use of an independent arbitration
    Association sitting in Las Vegas, Nevada.  Litigation shall be the last
    resort as to resolution of disputes arising from this agreement.

32. NOTICES

    All notices, acknowledgments and other reports shall be in writing to the
    other party at the address appearing below:

         Whessoe Varec, Inc.                     FCI Environmental, Inc.
         10800 Valley View Street                1181 Grier Drive  Bldg B
         Cypress, CA  90630                      Las Vegas, NV  89119
         Attention: Richard Santucci or          Attention:  Tom Collins or
                       his successor(s)                        his successor(s)


33. TERMINATION

    This Agreement shall automatically terminate upon occurrence of the
    following events:

    A.   If at any time either party files a petition for insolvency,
         bankruptcy or is adjudicated bankrupt, or takes advantage of any
         insolvency acts or assignment for the benefit of creditors, or
         undergoes a substantial or significant change in ownership, the other
         party shall have the right to terminate this Agreement upon ten (10)
         days notice.  At no time or for any reason may this Agreement be
         considered an asset of the insolvent party.

    B.   Both parties have the right to terminate this Agreement upon ninety
         (90) days advance notice in writing properly served in the event that
         either party can not or does not fulfill any on its obligations under
         this Agreement given a reasonable time for remedy.

34. ENTIRE AGREEMENT

    Subject to Paragraph 8 above, this Agreement contains the entire
    understanding of the parties hereto with respect to the subject matter
    hereof, there being no contemporaneous understandings, agreements, or
    representations, promises or inducements whatsoever, and supersedes all
    prior agreements, promises, representations and warranties, written or
    verbal, between Buyer and Seller.  This

<PAGE>


    agreement may not be altered, changed or amended without prior written
    consent of the parties hereto.

IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed as
of the date above first written by their duly authorized officers or
representatives.


FCI ENVIRONMENTAL, INC.                 WHESSOE VAREC, INC.

/s/ Geoffrey F. Hewitt                 /s/ Eugene F. Geraci
President & CEO                        President
July 31, 1996                          November 7, 1996