This Transportation Accounts Financing and Security Agreement dated as 
of February 6, 1996 is by and between Associates TransCapital Services, a 
division of ASSOCIATES COMMERCIAL CORPORATION ("Associates"), a Delaware 
corporation having a place of business at 300 E. Carpenter Freeway, Irving, 
Texas 75062 and Environmental Transportation Services, Inc. ("Borrower"), an
Oklahoma corporation having its chief executive office at 1813 S.E. 25th 
Street, Oklahoma City, Oklahoma 73129.

                          ARTICLE I - Definitions

     1.01 As used in this Agreement, the words and phrases defined in this 
Article I shall have the meanings so ascribed to them.

     1.02 "Account" shall mean and refer to all of Borrower's accounts, 
contract rights, instruments, documents, chattel paper, notes, drafts and 
other forms of obligations owing to Borrower, however created.

     1.03 "Agreement" shall mean and refer to this Accounts Financing and 
Security Agreement and any supplement or amendment thereto.

     1.04 "Applicable Jurisdiction" shall mean and refer to that jurisdiction
in which this Agreement is accepted by Associates.

     1.05 "Business Day" shall mean calendar days other than Saturdays, 
Sundays and legal holidays in the Applicable Jurisdiction.

     1.06 "Collateral" shall mean and refer to all of Borrower's Accounts, 
General Intangibles, acceptances, deposits, Deposit Accounts, and Records, 
whether now existing or hereafter arising or acquired, and all cash and non-
cash proceeds of any of the foregoing, including, without limitation, 
proceeds of insurance including returned and unearned premiums. There is also
included within the term "Collateral" all guaranties, liens and security 
granted to or held by Borrower with respect to an Account or any other 
obligation owing to Borrower.

     1.07 "Deposit Accounts" shall mean and refer to any demand, time, 
savings, passbook or like account maintained by Borrower with a bank, savings

and loan association, credit union or like organization other than an account
evidenced by a certificate of deposit.

     1.08 "Eligible Accounts" shall mean and refer to those Accounts which 
in the sole discretion of Associates are eligible for loans made by 
Associates under this Agreement. Without limiting Associates' discretion, 
the following Accounts are not Eligible Accounts and shall be ineligible for
loans made by Associates under this Agreement:  (a) Accounts which are
sixty (60) days or more past due; (b) Accounts which are more than ninety 
(90) days old; (c) Accounts owing by a single account debtor if twenty 
percent (20%) or more of such Accounts are sixty (60) days or more past due;
(d) Accounts owing by a single account debtor in excess of an amount equal 
to thirty percent (30%) of all Accounts owing by all account debtors; (e) 
Accounts with respect to which the account debtor is a subsidiary of, related 
to, or affiliated with Borrower or has common shareholders, officers or 
directors with Borrower; (f) Accounts in which Borrower is or may become 
liable to the account debtor thereof for goods sold or services rendered by 
such account debtor; (g) Accounts owing by the United States Government 
unless the amounts due thereunder are to be paid to Associates under 
appropriate notifications under the Assignment of Claims Act; (h) Accounts 
in which the account debtor has raised any dispute or defense to payment of 
any kind; or (i) Accounts owing by any account debtors not deemed by 
Associates to be credit worthy.

     1.09 "General Intangibles" shall mean and refer to Borrower's general 
intangibles, including, without limitation, all tax refunds of every kind 
and nature to which Borrower is now or hereafter may be come entitled, no 
matter however arising, all other refunds, goodwill, trade secrets, computer
programs, customer lists, trade names, trademarks, licenses and patents.

     1.10 "Obligations" shall mean and refer to all loans from time to time 
made by Associates to Borrower and to others at the request of or for the 
account of or for the benefit of Borrower, all other debts, liabilities and 
obligations of Borrower to Associates of every kind and description (whether
or not evidenced by a note or other instrument and whether or not for the 
payment of money), direct or indirect, absolute or contingent, joint or 
several, primary or secondary, due or to become due, now existing or here-
after arising, including, without limiting the generality of the foregoing, 
any liability of Borrower to Associates as a guarantor of indebtedness or 
liabilities of others and all interest, fees, charges and expenses payable 
by Borrower hereunder, or any supplement or amendment hereto or any other 
agreement between Borrower or Associates or any instrument evidencing any of
the foregoing.

     1.11 "Person" or "Party" shall include individuals, firms, corporations
and all other entities, including, without limitation, governments, govern-
mental agencies and instrumentalities.

     1.12 "Prime Rate" shall mean the per annum lending rate publicly 
announced from time to time by The Chase Manhattan Bank, N.A. as its prime 
rate, base rate or reference rate for unsecured loans of the shortest 
maturity to corporate borrowers.

     1.13 "Records" shall mean and refer to all of Borrower's books of 
account of every kind and nature, including, without limitation, all 
electronically recorded data relating to Borrower or its business and all 
receptacles and containers for such records and all of Borrower's files and 

     1.14 "Receivable Loan Balance" shall mean and refer to that portion of 
the Obligations which, on Associates' book of account, reflects the principal
and other charges owing from Borrower to Associates by reason of loans made 
under this Agreement, or pursuant to any supplement hereto, or under any 
other agreement which provides that loans thereunder shall constitute a 
portion or the Receivable Loan Balance.

     1.15 All words and terms used in this Agreement and in any supplement 
or amendment hereto other than those specifically defined in this Agreement 
or such supplement or amendment shall be deemed to have the meanings accorded
to them in the Uniform Commercial Code as amended from time to time (herein 
the "Code"), as in force in the Applicable Jurisdiction.

                   ARTICLE II - Loans, Fees and Interest

     2.01 Subject to the terms and conditions of this Agreement, Associates 
may from time to time lend to Borrower at Associates' sole discretion up to 
80% of the face amount of Eligible Accounts outstanding from time to time or
such greater or lesser percentage as Associates may, from time to time, 
establish; provided however, the aggregate amount of such outstanding loans
shall not exceed $3,000,000 ("Maximum Advance") at any time.

     2.02 All loans made by Associates to Borrower pursuant to this Agreement
and all other Obligations which do not have a specific time for payment shall
be payable on demand at any time and for any reason with or without the 
occurrence of any Event of Default (as hereinafter defined).

     2.03 If the Receivable Loan Balance shall at any time exceed the then 
effective percentage (as determined under Section 2.01) of the face amount 
of Eligible Accounts, Borrower shall, on Associates' demand, either (as 
specified in such demand) pay to Associates such excess or grant and deliver
to Associates such additional security as may be satisfactory to Associates.

     2.04 Until all Obligations of Borrower to Associates are fully paid and
performed, Borrower shall pay to Associates monthly, as of the last day of 
each calendar month, interest at a rate which shall be equal to the lesser of
(i) the sum of (x) the Prime Rate, plus (y) 1.875% per annum, or (ii) the 
lawful maximum, if any, in effect from time to time in the Applicable 
Jurisdiction for loans to borrowers of the type, in the amount, for the 
purposes and otherwise of the kind herein contemplated.  Such rate of 
interest shall be computed on the daily Receivable Loan Balance from the 
date accrued until the date of payment and calculated on the basis of a 360-
day year for the actual number of days elapsed.  The rate of interest pay-
able hereunder shall not be less than 8.0% per annum.

Notwithstanding any other provision to the contrary set forth herein, if at 
any time implementation of any provision hereof shall raise the interest 
rate herein above the lawful maximum rate of interest, if any, in effect from
time to time in the Applicable Jurisdiction which may be charged by 
Associates for loans to borrowers of the type, in the amount, for the 
purposes and otherwise of the kind herein contemplated, then such interest 
rate shall be limited to such lawful maximum and any excess interest 
inadvertently collected shall be deemed to be a partial prepayment of 
principal and so applied.

     2.05 Any increase or decrease in the Prime Rate shall be effective as 
of the next Business Day following such adjustment and such adjusted Prime 
Rate shall be the applicable Prime Rate in determining the rate of interest 
payable hereunder.

     2.06 All payments to be made by Borrower hereunder shall be paid to 
Associates at its office designated above or at such other address as 
Associates may designate in writing and Borrower unconditionally promises 
to repay all loans and other obligations to Associates in the manner set 
forth in this Agreement without the necessity on Associates' part of 
resorting to or having recourse to the Collateral.

     2.07 Associates shall furnish to Borrower monthly an extract or a 
statement of Borrower's account with Associates, prepared from Associates' 
records showing all applicable credits and debits, including all loans, 
other charges and payments since the last statement.  Each such statement 
shall be considered true and correct and to have been accepted by Borrower 
and shall be conclusively binding upon Borrower with respect to all matters 
contained therein, unless Borrower notifies Associates in writing of any 
discrepancy or exception within thirty (30)) days from the mailing by 
Associates to Borrower of any such monthly statement.

     2.08 In the event Associates shall so request, Borrower agrees to 
execute and deliver to Associates such promissory notes, an example of which
is attached hereto as Exhibit A, as Associates shall request in order to 
evidence the loans.  Notwithstanding the issuance of any such note, the 
monthly statements of Borrower's account with Associates shall constitute 
prima facie evidence of the loans and other amounts owing from Borrower to 

     2.09 Borrower shall pay Associates on the date of this Agreement a 
closing fee of $15,000.

     2.10 Borrower shall pay Associates a wire transfer fee of $10.00 for 
each wire transfer Associates initiates under this Agreement and reimburse 
Associates for exchange on checks, charges for returned items and all other 
bank charges.

                 ARTICLE III - Grant of Security interest

     3.01 As security for the payment and performance of all Obligations, 
Borrower hereby assigns to Associates and grants to Associates a continuing 
security interest in all Collateral.

     3.02 Until all Obligations have been fully paid and performed, whether 
or not this Agreement has been terminated as hereinafter provided, Associates
shall have and retain its security interest in and assignment of all 
Collateral, whether or not any of such Collateral is deemed by Associates to
be eligible for loan purposes.

     3.03 To the extent Borrower has heretofore granted or may hereafter 
grant to Associates a security interest in or mortgage of any other real or 
personal property, then such property shall, for the purposes of this 
Agreement, be deemed to be "Collateral".

                ARTICLE IV - Representations and Warranties

     4.01 To induce Associates to enter into this Agreement and to make loans
hereunder, Borrower makes the representations and warranties contained in 
this Article IV, each of which is acknowledged by Borrower to be a material 
representation and warranty and each of which shall be deemed to be renewed 
by Borrower upon each request to Associates to make a loan hereunder.

     4.02 Borrower and each of its subsidiaries, if any, is a corporation 
duly organized and existing under the laws of the state of its incorporation
and is in good standing thereunder and is qualified to do business in every 
other state or jurisdiction in which the nature of the business conducted or
the property owned therein requires it so to qualify.

     4.03 The execution and delivery by Borrower of this Agreement and the 
performance by Borrower of its Obligations hereunder are within Borrower's 
corporate powers.

     4.04 The execution and delivery of this Agreement has been duly 
authorized by Borrower's Board of Directors and, to the extent required by 
the laws of the state of its incorporation, by its stockholders.

     4.05 There is no provision in the Articles of Organization, Agreement 
of Association, Articles of Incorporation or the by-laws of Borrower or in 
any indenture, contract or agreement to which Borrower is a party or by 
which Borrower or Borrower's property is bound, which prohibits the execution
and delivery by Borrower of this Agreement or the payment and performance 
by Borrower of the Obligations or pursuant to which such execution, delivery 
or performance would, upon the giving of notice or the passage of time, or 
both, result in a default thereunder.

     4.06 Borrower has (or as to Collateral arising or acquired hereafter 
will have) good, clear record and marketable title to the Collateral, free 
and clear of all liens, pledges, charges, encumbrances and security interests
of every kind and nature.

     4.07 All financial statements and information relating to Borrower and 
each of its subsidiaries, if any, which have been furnished by Borrower to 
Associates are true and correct, have been prepared in accordance with 
generally accepted accounting principles consistently applied, and there has 
been no material adverse change in the condition, financial or otherwise, of
Borrower or any of its subsidiaries, if any, since such submission.

     4.08 There are no actions, suits, proceedings or investigations pending 
or, to the knowledge of Borrower, its agents, servants or employees, 
threatened against Borrower or any of its properties in any court, before any
other tribunal or before any federal, state, municipal or other governmental
authority.  Neither Borrower nor any of its subsidiaries, if any, is in
default with respect to any order of any court, other tribunal or govern-
mental authority.  The execution, delivery and performance of this Agreement
will not be a default under any order of any court, any other tribunal or 
any governmental authority.

     4.09 Borrower and each of its subsidiaries, if any, has duly filed all 
federal, state and other governmental tax returns which it is required by law
to file and has fully paid all taxes now due to be paid and Borrower and each
of its subsidiaries, if any, now has and shall hereafter maintain reserves 
adequate in amount to fully pay all such tax liabilities which may hereafter

     4.10 Borrower and each of its subsidiaries, if any, is now solvent and 
able to pay its debts as they mature.

     4.11 All Accounts (i) are and will be bona fide existing obligations of
the account debtor thereof created by the rendition of services to the named
account debtor in the ordinary course of business, free of liens, 
encumbrances and security interests and unconditionally owed in the face 

amount thereof unless otherwise indicated in the schedule relating thereto, 
to Borrower by the account debtor thereof without right of rejection or 
return or defense, offset or counterclaim, or claim of discount or deduction,
(ii) are and will be valid, legal, enforceable obligations of the account 
debtor thereof; and (iii) do not and will not arise out of transactions
with an employee, officer, agent, director, stockholder, affiliate or 
subsidiary of Borrower.

     4.12 Borrower's chief executive office is at the address set forth in 
the preamble to this Agreement, and Borrower has no other place of business,
except as follows:  3143 Petrol Road, Bakersfield, California 93380.  If 
Borrower's books and records concerning the Accounts are not at its chief 
executive office, such books and records are at 3143 Petrol Road, Bakersfield,
California 93380.  Except as set forth herein, Borrower conducts business and
will continue to conduct business under no names or tradestyles other than 
the name set forth above Borrower's execution of this Agreement:  Dwight 
Trucking a division of Environmental Transportation Services, Inc., 
3143 Petrol Road, Bakersfield, California 93380.

                     ARTICLE V - Affirmative Covenants

     5.01 Borrower shall:

          (a)  duly and punctually, pay and perform all of the Obligations;

          (b)  at all times keep proper books of account in which full, true
and correct entries will be made of its transactions in accordance with 
generally accepted accounting principles consistently applied;

          (c)  at all reasonable times, make its books and records available,
in its offices, for inspection, examination and copying by Associates and 
Associates' representatives and will, at all reasonable times, permit 
inspection of its properties by Associates and Associates' representatives;

          (d)  from time to time, furnish Associates with such information 
and statements as Associates may reasonably request and with copies of all 
financial statements and reports that Borrower sends or makes available to 
its stockholders or to any governmental authority;

          (e)  furnish Associates, within twenty (20) days after the close of
each monthly period of its fiscal year, a consolidated and consolidating 
balance sheet of Borrower and its affiliates, if any, and statement of profit
and loss reflecting the financial condition of Borrower at the end of such 
period and the results of its operations during each such period, with a 
certificate by Borrower's president or treasurer to the effect that such 
balance sheet and statement of profit and loss fairly present the financial 

conditions at the end of such period and the results of its operation during
such period in accordance with generally accepted accounting principles 
consistently applied;

          (f)  furnish Associates annually, within ninety (90) days after the
close of each fiscal year, a consolidated and consolidating balance sheet of 
Borrower and its affiliates, if any, and statement of profit and loss 
reflecting the financial condition of Borrower and its affiliates, if any, at
the end of such fiscal year and the results of its operations during each 
such fiscal year.  Each such balance sheet and statement of profit and loss 
is to be certified by an independent certified public accountant satisfactory
to Associates and such certification shall be in form and substance 
satisfactory to Associates;

          (g)  maintain its corporate existence and the corporate existence 
of any and all subsidiaries in good standing and comply with all laws and 
regulations of the United States or of any state or states thereof or of any
political subdivision thereof, or any governmental authority which may be 
applicable to its or their business;

          (h)  maintain insurance at all times covering such risks and in 
such amounts as Associates may require and all such insurance shall be in 
such form, for such period and written by such companies as shall be accept-
able by Associates;

          (i)  annually, at the time of delivery to Associates of the reports
referred to in Section 5.01(f) above, deliver to Associates certificates 
signed by Borrower's president and treasurer certifying that each such 
officer has reviewed the provisions of this Agreement and stating in his 
opinion, if such be the fact, that Borrower has not been nor is then in 
default as to any of the covenants contained in this Agreement or, in the 
event of any such defaults, setting forth the details thereof;

          (j)  promptly notify Associates in writing of (i) any change of its
officers, directors, key employees, location of its chief executive office or
any other office or location where any books and records regarding any 
Accounts are held, name or trade style, and (ii) any sale or purchase out of 
the regular course of Borrower's business and any other material change in 
the business or financial affairs of Borrower;

          (k)  pay or reimburse Associates on demand for all expenses 
(including, without limitation, reasonable attorney fees and legal expenses) 
incurred or paid by Associates (i) in connection with the preparation, 
execution, interpretation or amendment of this Agreement and any instrument,
agreement, or document executed and delivered pursuant thereto or in 
connection therewith; (ii) for appraisers, examiners, auditors or similar 
persons and reimburse Associates for all out-of-pocket expenses incurred by 
such auditor(s)) whom Associates may engage with respect to rendering 
opinions concerning Borrower's financial condition or the condition and/or 
value of the Collateral; (iii) in connection with the enforcement by 
Associates of its rights against Borrower or any other person primarily or 
secondarily liable to Associates in respect to any Obligation; (iv) in 
connection with the administration, supervision, protection of or realization

on any Collateral held by Associates as security for any Obligation, whether
such security interest was granted by Borrower or any other person primarily
or secondarily liable respect to any Obligation, the Collateral or this 
Agreement; (v) in connection with the filing and recording of all documents 
required by Associates to perfect the security interests granted to 
Associates in this Agreement or in any other security interests granted to 
Associates, including, without limitation, any documentary stamp tax or other
taxes incurred by Associates because of any related filing or recording; 
(vi) in connection with the forwarding to Borrower or any other Person on 
Borrower's behalf by Associates of proceeds of loans made by Associates to 
Borrower pursuant to this Agreement and the depositing for collection by 
Associates of any check or item of payment delivered to Associates on 
account of the Obligations and for any claims asserted by any bank at which 
a blocked account or lock box is established for the deposit of proceeds of 
Collateral in connection with such blocked account or lock box or any 
returned or uncollected checks received by such bank as proceeds of the 
Collateral; and (vii) in establishing, maintaining and using any blocked 
account or lock box for the deposit of checks and other items of payment 
from Borrower's customers and account debtors under the Accounts, and

          (l)  use the proceeds of all loans made by Associates to Borrower 
under this Agreement for business purposes.

     5.02 Borrower will and will cause each of its subsidiaries, if any, to 
pay all real and personal property taxes, assessments and charges and all 
franchise, income, unemployment, FICA, withholding, sales and other taxes 
assessed against it or payable by it at such times and in such manner to 
prevent any penalty from accruing or any lien or charge from attaching to its
properties.  The provisions of this section, however, shall not preclude 
Borrower or its subsidiaries from contesting in good faith any such tax by 
appropriate proceedings, provided an adequate book reserve, determined in 
accordance with generally accepted accounting practices, is set aside; nor 
shall Borrower be in default under this section by reason of the existence of
a lien for taxes not then due.

     5.03 Borrower will put and maintain, and will cause each of its 
subsidiaries, if any, to put and maintain, its properties in good repair, 
working order and condition and from time to time make all needful and 
proper repairs, renewals and replacements.

     5.04 Borrower and each of its subsidiaries, if any, will comply with all
laws and all acts, rules, regulations and orders of any legislative, 
administrative or judicial body or official, applicable to any Collateral or
to the operation of the business or Borrower or its subsidiaries.

                      ARTICLE VI - Negative Covenants

     6.01 Borrower will not, without the prior written consent of Associates,
(a) guaranty or otherwise become liable in any way with respect to the 
obligations of any Person, except for endorsement of items of payment for the
purpose of collection thereof; (b) pay dividends, either in cash or in kind 
on any class of its stock nor make any distribution on account of its stock, 
nor redeem, purchase or otherwise acquire directly or indirectly any of its 
stock; (c) make any loans to any individual, firm or corporation, including,
without limitation, its officers and employees; provided, that Borrower may 
make loans to its employees, including its officers, with respect to expenses
incurred by such employees, which expenses are reimbursable by Borrower; (d)
invest in or purchase any stock or securities of any person; (e) merge or 
consolidate or be merged or consolidated with or into any other corporation;
(f) sell or dispose of any of its assets except for sales of inventory in 
the ordinary and usual course of its business; provided, that so long as 
Borrower has not granted Associates a security interest in Borrower's 
equipment, Borrower may dispose of equipment which is no longer required for
the conduct of Borrower's business so long as Borrower receives therefor a 
sum substantially equal to such equipment's fair value; (g) grant or suffer 
to exist in the favor of any party other than Associates any mortgage, 
pledge, title retention agreement, security interest, lien, charge or 
encumbrance with respect to the Collateral or subject the Collateral to the 
payment of any indebtedness, or transfer in any manner any of such assets 
with the intent or purpose, directly or indirectly, of subjecting the
Collateral to the payment of indebtedness; and (h) engage in any business 
other than the business in which it is currently engaged or a business 
reasonably allied thereto.

     6.02 Borrower will not, except on thirty (30) days prior written notice
to Associates, change either its principal place of business or its chief 
executive office or establish any additional places of business.

                    ARTICLE VII - Operating Procedures

     7.01 From time to time at intervals designated by Associates, Borrower 
shall provide Associates with schedules describing all Accounts created or 
acquired by Borrower and shall execute and deliver written assignments of 
such Accounts to Associates; provided however, that Borrower's failure to 
execute and deliver such schedules and/or Borrower assignments shall not
affect or limit Associates' security interest or other rights in and to the 
Accounts.  If requested by Associates, Borrower shall furnish copies of 
customers' invoices or an equivalent writing that is acceptable to 
Associates, and Borrower warrants the genuineness thereof.  On demand of
Associates, Borrower shall furnish to Associates the original shipping or 
delivery receipts of all services rendered.

     7.02 Upon the occurrence of any Event of Default and at any time 
thereafter so long as the default continues, Associates or its designee may 
at its sole discretion (a) notify Borrower's customers or account debtors 
that Accounts have been assigned to Associates or of Associates' security 
interest therein; (b) collect the Accounts directly and charge the collection
costs and expenses to the Receivable Loan Balance but, unless and until 
Associates so notifies or gives Borrower other instructions, Borrower shall 
collect all Accounts for Associates; provided however, Borrower shall direct
its customers and account debtors to send all payments thereon to such lock 
box or blocked account as Associates may establish and designate in writing
to Borrower; (c) verify the validity and amount or any other matter relating
to any Account by mail, telephone, telecopy, telegraph or otherwise; (d) in 
the name of Associates, Borrower or otherwise, enforce payment and collect by
legal proceedings or otherwise the Accounts and take control in any manner of
any cash or non-cash items of payments or proceeds of Accounts; and (e) 
require Borrower to give notice of Associates' security interest in the 
Accounts or any other obligation owing to Borrower to the account debtor or 
other obligor with notice requiring such account debtor or other obligor to 
pay the Account or other obligation directly to Associates.

     7.03 All checks and other instruments received by Associates as proceeds
of Accounts will be credited (conditional upon final collection) upon receipt
to the Receivable Loan Balance; provided, however, that for purposes of 
calculation of interest, such conditional credit will be made after allowing
three (3) Business Days for collection.

     7.04 Borrower appoints any person Associates may from time to time 
designate as Borrower's attorney with power to (a) endorse Borrower's name 
on any checks, notes, acceptances, money orders, drafts or other forms of 
payment or security that may come into Associates' possession; (b) sign 
Borrower's name on any invoice or bill of lading relating to any Account, on
drafts against customers, on schedules and assignments of Accounts, on 
notices of assignment, financing statements and other public records, on 
verifications of Accounts and on notices to customers; (c) sign Borrower's 
name to the proof of claim against any account debtor on behalf of Borrower;
(d) notify the post office authorities to change the address for delivery
of Borrower's mail to an address designated by Associates; (e) receive, open
and dispose of all mail addressed to Borrower; and (f) send requests for 
verification of Accounts to customers or account debtors and to do all things
necessary to carry out this Agreement.  Borrower ratifies and approves all 
acts of the attorney.  Neither Associates nor the attorney will be liable for
any acts or omissions nor for any error of judgment or mistake of fact or law.  
This power, being coupled with an interest, is irrevocable so long as any 
Accounts assigned to Associates or in which Associates has a security 
interest remain unpaid or until the Obligations have been fully satisfied.  
Associates may file one or more financing statements disclosing Associates' 
security interest without Borrower's signature appearing thereon.  If 
permitted by law, Borrower agrees that a carbon, photographic or other 
reproduction of this Agreement or of a financing statement may be filed as 
a financing statement.

     7.05 Until Borrower's authority to do so is terminated by written notice
from Associates, which notice Associates may give at any time when Borrower's
selling or collection results are not reasonably satisfactory to Associates,
or at any time after the occurrence of any Event of Default specified in 
Section 8.01 herein, Borrower may grant such allowances or other adjustments
to account debtors as Borrower may reasonably deem to accord with sound 
business practice; provided, however, no extension of time for payment shall
be granted without Associates' prior written consent.  Borrower shall give 
Associates immediate written notice of the grant of any such allowance or 
other adjustment.

     7.06 Associates may at all times settle Accounts or other obligations 
owing to Borrower or adjust disputes and claims directly with customers or 
account debtors or other obligors for such amounts and upon terms which 
Associates considers advisable, and in all cases Associates will credit the 
Receivable Loan Balance with only the net amounts received by Associates 
in payment of Accounts.

     7.07 Any and all sums at any time credited by or due from Associates to
Borrower shall at all times constitute additional security of all Obligations
of Borrower to Associates and may be setoff against any Obligation at any 
time whether or not other security held by Associates is deemed to be 
adequate whether or not such Obligations are then due.  Any and all
instruments, documents, policies and certificates of insurance, securities, 
goods, accounts receivable, choses in action, chattel paper, cash, property 
and the proceeds thereof owned by Borrower or in which Borrower has an 
interest, which now or hereafter are at anytime in possession or control of 
Associates or in transit by mail or carrier to or from Associates or in the 
possession of any third party acting in Associates' behalf, without regard 
to whether Associates received the same in pledge, for safe keeping, as agent
for collection or transmission or otherwise or whether Associates has 
conditionally released the same, shall constitute additional security for 
such Obligations, and may be applied at any time to such Obligations
whether due or not.  Associates shall have the unrestricted right from time 
to time to apply (or to change any application already made of) the proceeds
of any of the Collateral to any of the Obligations, as Associates in its sole
discretion may determine.  Unless otherwise agreed to in writing by 
Associates, no credits or cash in which Borrower has an interest which are 
in the possession or control of Associates, or any sums otherwise due from 
Associates to Borrower, shall bear interest or otherwise accrue profits.

     7.08 In the event that Borrower at any time or times hereafter shall 
become liable to, or any lien against Borrower shall arise in favor of, any 
taxing authority, whether or not the amount of such liability shall have 
been assessed against Borrower and whether or not notice of such lien shall 
have been filed or recorded as may be required by law, or if Borrower shall 
fail to discharge any lien, claim or encumbrance, or fail to obtain or 
maintain any of the policies of insurance required hereunder, or to pay any 
premium, in whole or in part relating thereto, then Associates shall have 

the right, but not the obligation, to pay the amount of such liability
(including interest and/or penalties thereon) and also to pay any tax or 
liability by virtue of which such lien shall have arisen, or obtain and 
maintain such policies of insurance and pay such premiums and any amount or 
amounts paid for the discharge of any such liability or lien shall be 
charged to the Receivable Loan Balance.

     7.9  Borrower will furnish Associates sworn statements of the value of 
the Collateral in such form and as often as Associates requires.

     7.10 Borrower will deliver to Associates, duly endorsed or assigned, 
all instruments, chattel paper, guaranties or security agreements immediately
upon receipt by Borrower as evidence of, in payment of or as security for
any of the Collateral.

     7.11 Borrower shall furnish Associates with an aging of accounts and an
aging of Borrower's accounts payable in such form and as often as Associates
may require.

                          ARTICLE VIII - Remedies

     8.01 Any one or more of the following events shall constitute an event 
of default ("Event of Default") under this Agreement:  (a) If Borrower fails
to make payment of any of the Obligations when required of Borrower, or fails
to make any remittance required by this Agreement or commits any breach of 
this Agreement, or any present or future supplement hereto, or any other 
agreement between Borrower and Associates or any affiliate of Associates;
(b) any default by Borrower or Borrower's subsidiaries exists under any 
agreement between Borrower or any of Borrower's subsidiaries, affiliates or 
parents and Associates or any affiliate of Associates, whether such 
agreements are now existing or are hereafter entered into; (c) any
representative covenant or warranty made by Borrower or in connection with 
this Agreement is breached; (d) any statement or data furnished by or for 
Borrower relating to the Collateral or to the operation or financial 
condition or business affairs of Borrower proves to be false in any
material respect; (e) Borrower becomes insolvent or is unable to meet debts 
as they mature, suspends operations as presently conducted, or discontinues 
doing business as an ongoing concern; (f) if any of the Collateral or any of
Borrower's other assets is attached, seized, subject to a writ or distress 
warrant or levied upon or if a petition under any section or chapter of the
Bankruptcy Code or any similar law or regulation shall be filed by or against
Borrower or Borrower makes an assignment for the benefit of its creditors or
if any case or proceeding is filed by Borrower for its dissolution or 
liquidation; (g) if Borrower is enjoined, restrained, or in any way prevented
by court order from (or voluntarily ceases) conducting all or any material
part of its business affairs or if a petition under any section or chapter 
of the Bankruptcy Code or any similar law or regulation is filed against 
Borrower or if any case or proceeding is filed against Borrower for its 
dissolution or liquidation; (h) if a notice of lien, levy or assessment is
filed of record with respect to all or any of Borrower's assets by the 
United States or any departments agency, or instrumentality thereof or by 

any state, county, municipal or other governmental agency, including, without
limitation, the Pension Benefit Guaranty Corporation, or if any taxes or 
debts owing at any time or times hereafter to any one of them becomes a lien
or encumbrance upon the Collateral or any other of Borrower's assets unless 
Borrower, in good faith, shall be contesting the same in an appropriate 
proceeding and Borrower has given Associates such additional collateral and 
assurances as Associates deems necessary under the circumstances; (i) if a 
custodian, trustee, receiver or assignee for the benefit of creditors is
appointed to take possession of any of the Collateral or any of Borrower's 
other assets; (j) if there shall be a material change in the stockholders or 
management of Borrower; or (k) if for any reason the guaranty of any Person 
primarily or secondarily liable with respect to any of the Obligations shall
terminate without the consent of Associates.

     8.02 Upon the occurrence of any Event of Default and at any time 
thereafter so long as the default continues, Associates may, at its option, 
with or without notice to Borrower, (a) declare this Agreement to be in 
default; (b) declare all Obligations of Borrower to be immediately due and 
payable; (c) cease advancing money or extending credit to or for the benefit
of Borrower under this Agreement or any other agreement; (d) cancel any 
insurance and credit any refund to the Obligations; and/or (e) exercise all 
of the rights and remedies of a secured party under the Code and any other 
applicable laws, including, without Imitation, the right to require Borrower
to assemble the Collateral and deliver it to Associates at a place to be
designated by Associates which is reasonably convenient to both parties, and
to lawfully enter any premises where the Collateral is located without 
judicial process and take possession thereof. Associates may sell and deliver
any or all Accounts and any or all other Collateral at public or private sale
for each, upon credit or otherwise, at such prices and upon such terms as 
Associates deems advisable.  Any requirement of reasonable notice shall be 
met if such notice is mailed postage prepaid to Borrower at Borrower's 
address as set forth herein at least five (5) days before the time of sale 
or other disposition.  The proceeds of sale shall be applied first to all
costs and expenses of sale, including attorneys' fees, and second to the 
payment (in whatever order Associates elects) of all Obligations.  Associates
shall dispose of any excess as required by law and Borrower shall remain 
liable to Associates for any deficiency.  Failure by Associates to exercise 
any right, remedy or option under this Agreement or any present or future
supplement hereto or under any other agreement between Associates and 
Borrower, or delay by Associates in exercising the same, will not operate as
a waiver thereof.

     8.03 Associates' rights and remedies under this Agreement shall be 
cumulative and not alternative and shall not limit any other right or remedy
which Associates may have.

     8.04 Associates shall not be required to have recourse to any Collateral
before enforcing its rights or remedies against Borrower or any other Person
primarily or secondarily liable with respect to any of the Obligations.

     8.05 Associates shall not, under any circumstances or in any event 
whatsoever, have any liability for any error or omission or delay of any kind
occurring in the liquidation of any Collateral, including the settlement, 
collection or payment of any Account, or for any damage resulting therefrom.

     8.06 Borrower waives and releases all rights of redemption from any sale
of the Collateral and the benefit of all evaluation, appraisal and exemption


                          ARTICLE IX-Termination

     9.01 This Agreement shall have an initial term of two (2) years from the
effective date hereof (the "Original Term"), and shall be automatically 
extended for successive periods of one (1) year ("Renewal Term") effective 
on each annual anniversary of the effective date of this Agreement, unless 
sooner terminated as hereinafter provided.

     9.02 Upon the termination date, all Obligations shall immediately be due
and payable.

     9.03 No termination hereunder shall in any way affect or impair any 
right of Associates arising prior thereto or by reason thereof nor shall any
such termination relieve Borrower or any other party primarily or secondarily
liable as to the Obligations until all of the Obligations are fully paid.

     9.04 Notwithstanding the provisions of Section 9.01, Borrower may 
terminate this Agreement at any time upon ninety (90) days prior written 
notice and by payment to Associates on the effective date of such termination
of an amount equal to the sum of (a) all Obligations, plus (b)(i) in the 
event of such termination during the Original Term, two percent (2%) of the
Maximum Advance, or (b)(ii) in the event of such termination during any 
Renewal Term, one percent (1%) of the Maximum Advance.

                         ARTICLE X - Miscellaneous


     10.02     All loans made by Associates to Borrower under this Agreement
and under any other agreement between Associates and Borrower shall 
constitute one loan secured by all of the Collateral and all other security 
granted to Associates.

     10.03     Borrower irrevocably (a) waives the right to direct the 
application of any and all payments at any time or times hereafter which may
be received by Associates from or for the benefit of Borrower, and (b) agrees
that Associates shall have the continuing exclusive right to apply and 
reapply any and all such payments received at any time or times hereafter in
such manner as Associates may deem advisable, notwithstanding any entry by 
Associates upon any of its books and records.

     10.04     To the extent that Borrower makes a payment(s) to Associates 
or Associates enforces its security interest and lien or exercises its right
of setoff and such payment(s) or the proceeds of such enforcement or setoff 
or any part thereof are subsequently invalidated, declared to be fraudulent 
or preferential, set aside and/or required to be repaid to a trustee, 
receiver or any other party under any bankruptcy law, state or federal law, 
common law or equitable cause, then to the extent of such recovery, the 
liability or part thereof originally intended to be satisfied shall be 
revived and continued in full force and effect as if such payment had not 
been made or such enforcement or setoff had not occurred and shall be 
Obligations secured by the Collateral.

     10.05     This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs and representatives or 
successors and assigns.  Borrower may not, however, without the prior written
consent of Associates, assign this Agreement to any other person.

     10.06     In the event that any provision hereof shall be deemed to be 
invalid by reason of the operation of any law or by reason of the interpreta-
tion placed thereon by any court, this Agreement shall be construed as not 
containing such provision and the invalidity of such provision shall not 
affect the validity of any other provision hereof and any and all other
provisions hereof which are otherwise lawful and valid shall remain in full

force and effect.  The captions herein contained are for convenience only, 
do not form a part of this Agreement and shall not be utilized in the 
construction thereof.

     10.07     Borrower will, from time to time, execute and deliver all 
instruments, documents or other writings, and take or cause to be taken such
other and further action as Associates may request in order to effect and 
confirm or vest more securely in Associates all rights contemplated in this 

     10.08     This Agreement may be amended and Borrower may take any action
herein prohibited or omit to perform any act herein required to be performed
by it, if Borrower shall obtain Associates' prior written consent to each 
such amendment, action or omission to act.  No waiver on the part of 
Associates on any one occasion shall be deemed a waiver on any subsequent 
occasion.  No waiver by Associates will be effective unless it is in writing
and then only to the extent specifically stated.

     10.09     If any of the Collateral shall at any time consist of 
instruments or documents, Associates shall have no obligation to preserve 
rights against prior parties.

     10.10     Associates may, at any time(s) pay, acquire, satisfy, or 
discharge any security interest, lien, encumbrance or claim asserted by any 
Person against the Collateral.  Associates shall have no obligation to 
determine the validity thereof.  All sums paid by Associates under the 
provisions of this section and any existing or other charges relating 
thereto shall be repaid by Borrower on demand and shall be a charge to the 
Receivable Loan Balance.

     10.11     Except as otherwise provided for in this Agreement, Borrower 
expressly waives presentment, demand and protest and notice of presentment, 
protest, default, non-payment, maturity, release, compromise, settlement, 
extension or renewal of any or all commercial paper, accounts, contract 
rights, documents, instruments, chattel paper and guaranties at any time held
by Associates on which Borrower may in any way be liable and hereby ratifies
and confirmswhatever Associates may do in this regard.

     10.12     This Agreement shall be governed, construed and enforced in 
accordance with the laws of the Applicable Jurisdiction and applicable 
Federal laws.  This Agreement shall take effect as an instrument under seal.

     10.13     Any notice hereunder to Borrower or to Associates shall be in
writing and, if mailed, shall be deemed to be given four (4) Business Days 
after deposit in the mail, postage prepaid, and addressed to Borrower or 
Associates at its address set forth in the preamble to this Agreement or at 
such address as the Borrower or Associates may, by written notice, designate
its address for purposes of notice hereunder.

     10.14     This Agreement has been signed and delivered to Associates on
the day and year first above written.  This Agreement shall become effective

only upon the written acceptance hereof by Associates under the signature of
its duly authorized officer.  When so accepted, this Agreement shall 
supersede all prior verbal or written agreements, commitments or
understandings relating to Associates' loans to Borrower measured and 
secured by this Agreement.

     10.15     Borrower authorizes Associates to disclose such financial, 
credit and other information regarding Borrower and Borrower's business as 
Associates may deem appropriate to Heller Financial, Inc. and any of 
Associates' assignees, participants or other persons making credit inquiries
about Borrower.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be 
executed by their respective officers duly authorized thereto.

                              Environmental Transportation Services, Inc.  

                              By:  /s/ Carl B. Anderson, Jr.

                              Title: President                             

                              Date:     2-6-96

Accepted at __________________ this _____ day of _____________, 19___

                              ASSOCIATES TRANSCAPITAL SERVICES, a
                              division of ASSOCIATES COMMERCIAL


                              Title: Senior Vice President                 


Basic Info X:

Type: Security Agreement
Date: April 15, 1996
State: Oklahoma

Other info:


  • February 6 , 1996
  • Saturdays
  • Sundays


  • Transportation Accounts Financing and Security Agreement
  • Associates TransCapital Services
  • E. Carpenter Freeway
  • United States Government
  • Chase Manhattan Bank
  • Borrower notifies Associates
  • Grant of Security
  • Borrower 's Board of Directors
  • Articles of Organization , Agreement of Association
  • Borrower to Associates
  • Borrower and Associates
  • Pension Benefit Guaranty Corporation
  • Associates or Associates
  • Receivable Loan Balance
  • Borrower or Associates
  • Heller Financial , Inc.
  • Environmental Transportation Services , Inc.


  • Delaware
  • Irving
  • Texas
  • Oklahoma City
  • Bakersfield
  • California
  • United States


  • $ 3,000,000
  • $ 15,000
  • $ 10.00


  • Borrower
  • VIII
  • Carl B. Anderson


  • twenty percent
  • 20 %
  • thirty percent
  • 30 %
  • 80 %
  • 1.875 %
  • 8.0 %
  • 2 %
  • one percent
  • 1 %