EQUIPMENT LEASE AGREEMENT

 EQUIPMENT LEASE AGREEMENT
________________________________________________________________

Lessor:  Sullivan's Trucking Co., Inc.
         P. O. Box 2165
         Ponca City, Oklahoma  74602

Lease Dated: 3/1/96

Lessee Name:  Environmental Transportation Services, Inc.
Mailing Address:  P. O. Box 36118
                  Oklahoma City, OK  73136
________________________________________________________________
                           TERMS AND CONDITIONS

1.  LEASE:  The above-named Lessor hereby leases to the above named
Lessee (including each and every Lessee jointly and severally if
there is more than one Lessee) and Lessee hereby leases from
Lessor, subject to the terms and conditions hereof and the terms
and conditions of any Schedules executed by Lessee and Lessor which
reference this Equipment Lease Agreement ("Agreement"), the
personal property described in each such Schedule, together with
all present and future attachments, accessories, replacement parts,
additions (including bodies) and all proceeds thereof, collectively
referred to as the "Equipment."

2.  EFFECTIVE DATE:  The terms and conditions hereof and the
obligations and liabilities of Lessor and Lessee hereunder shall
become effective on the date of Lessor's acceptance of this
Agreement("Effective Date"), even if on Equipment is specified in
a Schedule at that time, or if Equipment is so specified but has
yet been delivered to and accepted by Lessee.

3.  SCHEDULES AND ACCEPTANCE CERTIFICATES:  Each item of Equipment
subject to this Agreement shall be described in a Schedule, in the
form attached hereto.  More than one item may be set forth on a
Schedule, and more than one Schedule may be included under this
Agreement.  When Equipment is set forth on a Schedule signed by
both Lessor and Lessee, such Schedule is an integral part of this
Agreement and the rights and duties of Lessor and Lessee with
regard to that Equipment are governed by this Agreement and such
Schedule, the terms of such Schedule shall control as to the
Equipment listed on such Schedule.  When Equipment is delivered to
Lessee by Lessor, Lessee shall immediately inspect the Equipment
for compliance with the requirements of this Agreement and the
relevant Schedule.  If the Equipment is acceptable to Lessee,
Lessee shall sign and deliver to Lessor an Acceptance Certificate
in the form attached hereto.  However, if Lessee retains possession
of this Agreement as fully as if Lessee signed the Acceptance
Certificate, even if a signed certificate is not delivered to
Lessor.

4.  LESSOR'S TITLE:  The Equipment is and shall at all times remain
personal property.  No right, title or interest in or to the

Equipment shall pass to Lessee, except for Lessee's rights to
possession, quiet enjoyment and use of the Equipment subject to the
terms and conditions of this Agreement and for so long as Lessee is
not in default of this Agreement. Title to the Equipment will at
all times remain in Lessor's name and Lessee will at all times, at
its own cost and expense, protect and defend the title of Lessor
from and against all claims, liens, encumbrances and legal
processes of creditors of Lessee or of others claiming by or
through Lessee, and keep the Equipment free and clear from all such
claims, liens, encumbrances and processes.  Lessee acknowledges and
agrees that Lessor is the owner of the Equipment for Federal income
tax purposes.

5.  REGISTRATION AND OTHER FILINGS:  Each item of Equipment shall
be registered and the certificate of ownership and/or the
certificate of registration shall be issued with such person or
persons as Lessor may designate shown as the legal owner,
registered owner , first lien holder and/or the user or operator. 
Lessee acknowledges that the certificates of ownership and\or
registration will be completed as required by applicable law and as
required to protect Lessor's interests in the Equipment, , and
Lessee agrees that nothing contained on any such certificate shall
expand or otherwise affect the rights of Lessee in the Equipment
set forth herein.  Lessee shall be solely responsible for the costs
and expenses associated with applying for and obtaining all such
certificates.  Lessee shall also be solely responsible for the
costs and expenses of, and shall take whatever actions are
necessary , to renew and maintain such certificates.  In the event
that a new certificate of ownership and registration and to avoid
suspension or revocation of such certificates.  In the event that
a new certificate of ownership or registration is required, such
certificates shall be obtained in the same manner and subject to
the same requirements as set forth above.  In the event that the
Lessor deems it advisable at any time to prepare or file additional
notices, filings, or other documents (for example:  CU-1's or
another form of financing statement) in order to protect its
interests in and to the Equipment, Lessee shall cooperate fully
with Lessor and shall sign each such document and hereby
irrevocably consents to and authorizes Lessor to act as Lessee's
attorney-in-fact to sign each and every such document in Lessee's
name, place and stead, with as much force and effect as if Lessee
had itself manually signed such document.

6.  IDENTIFICATION OF EQUIPMENT AND RIGHT OF INSPECTION:  Upon
Lessor's request, Lessee shall at Lessee's own expense, permanently
affix to the Equipment in a conspicuous place such labels, signs or
other devices as Lessor may require to identify Lessor as the owner
and Lessor of the Equipment.  Lessor shall have the right to
inspect the Equipment at all reasonable times and from time to
time.

7.  DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY:  Lessee
acknowledges and agrees that each item of Equipment listed on any
Schedule has been selected by Lessee for inclusion in this

Agreement based solely upon Lessee's own judgment and without
reliance upon any representations or warranties by Lessor.  Lessor
is not the designer, manufacturer, distributor, or seller of the
Equipment leased hereunder, and LESSOR MAKES NO REPRESENTATIONS AND
SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE EQUIPMENT LEASED HEREUNDER, INCLUDING, WITHOUT
LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE OR INTENDED USE.  LESSOR SHALL HAVE NO LIABILITY
TO LESSEE FOR ANY CLAIM, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE
CAUSED DIRECTLY, INDIRECTLY, INCIDENTALLY OR CONSEQUENTLY BY THE
EQUIPMENT, BY AN INADEQUACY THEREOF OR DEFECT OR DEFICIENCY
THEREIN, OR BY ANY INCIDENT WHATSOEVER THEREWITH, WHETHER ARISING
IN TORT STRICT LIABILITY, NEGLIGENCE, CONTRACT OR OTHERWISE , OR IN
ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT.  During the term
of the lease of each item of Equipment, Lessor hereby assigns to
Lessee all of the rights and benefits of any warranties made by the
manufacturer or seller of such Equipment, and Lessor further agrees
to exercise for the benefit of Lessee any such rights and benefits
which cannot be assigned.

8.  TERMS AND RENTALS:  The lease term ("Term") for each item of
Equipment shall be as specified in the applicable Schedule.  Lessee
agrees to pay Lessor rental payments for each item of Equipment,
including any advance rental payments ("Rental Payments"), in
accordance with the payment schedule specified in such Schedule.

9.  PLACE OF PAYMENT AND OBLIGATION TO PAY:  All Rental Payments
are payable without notice or demand at the  address below: 

10.  DELINQUENCY CHARGES:  For each Rental Payment or other sum due
hereunder which is not paid within ten (10) days after it s due,
Lessee agrees to pay Lessor a delinquency charge calculated thereon
at the greater of (a)the rate of one and on half percent(1 1\2%)per
month for the period of delinquency or (b)5% of such Rental Payment
or other sum due hereunder, provided that such delinquency charge
shall not be in excess of the maximum amount permitted by law
without creation of a defense or imposition of a penalty.

11.  MODIFICATION OF EQUIPMENT AND ASSIGNMENT:  Lessee shall not
modify, assign, transfer or sublet the Equipment, this Agreement or
Lessee's interests hereunder without Lessor's prior written consent
(which may be withheld in Lessor's sole discretion), nor shall
Lessee's interests hereunder inure to the benefit of any trustee,
receive, creditor or successor of Lessee or of its property,
whether or not in bankruptcy, by operation of law, or otherwise. 
This Agreement and all amounts due hereunder may be signed at any
time by Lessor without Lessee's consent.  Upon notice of any
assignment from Lessor or its assignee, Lessee shall make all
payments coming due thereafter to the assignee without offset
counterclaim or defense of any kind.  LESSEE FURTHER AGREES THAT
LESSOR MAY WITHOUT NOTICE TO OR CONSENT OF LESSEE, SELL OR GRANT A
SECURITY INTEREST IN THE EQUIPMENT AND, IN SUCH EVENT, LESSEE'S
RIGHTS IN AND TO THE EQUIPMENT SHALL BE SUBJECT AND SUBORDINATE TO

THE INTEREST AND RIGHTS, INCLUDING THE RIGHT OF POSSESSION, OF ANY
SUCH PURCHASER OR HOLDER OF A SECURITY INTEREST IN THE EQUIPMENT.

12.  LESSEE'S GENERAL DUTIES:  Lessee agrees, at its own cost and
expense:(a)to use the Equipment in careful and prudent manner in
the regular course of Lessee's business and to permit only
qualified personnel to use the Equipment, notifying each such
person that he or she is not an employee of Lessor nor under
Lessor's direction or control;(b)to comply with all applicable
laws, rules and regulations relating to the possession, use or
maintenance of the Equipment;(c)to comply with any published
instruction, procedures or specification of the manufacturer of the
Equipment and of the party selling the Equipment to Lessor;(d)to
comply with all of the terms and conditions of each and every
insurance policy covering the Equipment;(e)to obtain any and all
certificates , permits or licenses required or permitted by law
with respect to the Equipment, subject to Lessor's instruction; and
(f)to furnish Lessor promptly with any financial statements or
other information which Lessor may reasonably request from time to
time.

13.  MAINTENANCE AND REPAIR:  Lessee shall, at its own cost and
expense keep the Equipment in good condition, repair and appearance
and to comply with all of the manufacturer's recommended procedures
in this regard.  In addition, Lessee shall maintain the Equipment
in compliance with all applicable federal, state and local safety,
environmental and other rules and regulations.  Lessee shall
furnish, at its own expense , all necessary for maintenance and
lawful operation of the Equipment.  Lessee shall not alter or
modify the Equipment in any manner that adversely affects its
value.  All parts installed and any modifications and alterations
made in the course of the ordinary maintenance and repair of the
Equipment shall become the property of Lessor and shall remain the
property of Lessor upon termination of this Agreement unless
otherwise provided herein.

14.  INSURANCE:  Lessee shall also obtain from an insurance company
approved by Lessor liability insurance with combined single limits
of at least $1,000,000 per occurrence.  If Lessee is using the
Equipment to transport hazardous material, the insurance must
include Environmental Restoration coverage in an amount not less
than $5,000,000 per occurrence.  Each insurance policy must
provide, in a form acceptable to Lessor, that Lessor is an
additional insured and the loss payee under the policy.  If the
Equipment is lost or damaged, any and all insurance proceeds shall
be paid to the Lessor, and the Lessor may apply them as it chooses
either (i) to satisfy any obligation arising under this Agreement
(whether or not due or otherwise matured), or  (ii)to repair the
Equipment.  Each policy must provide that Lessor's interest therein
shall not be invalidated by any acts, omissions or neglect of
anyone other than Lessor, and that the policy can be canceled only
after written notice of intention to cancel has been delivered to
Lessor at least thirty (30) days before the cancellation date. 
Lessee shall deliver to Lessor proof of insurance coverage

acceptable to Lessor.  Lessee shall be solely liable for any losses
which occur because no insurance has been obtained or the coverage
of the insurance which has been obtained is incomplete, even if
Lessor has reviewed the insurance coverage.

15.  TAXES:  On and after the Effective Date, Lessee agrees to pay
promptly to the appropriate governmental agency or, upon request,
to Lessor, all taxes, assessments, levies, duties, and other
governmental charges (including any penalties and interest and any
fees for titling or registration) levied or assessed against
Lessee, Lessor or the Equipment, upon or with respect to this
Agreement or the purchase, use, operation, leasing, ownership,
value, return or other disposition of the Equipment, or the rent,
earnings or receipts arising therefrom, exclusive, however, of any
taxes based on Lessor's net income and exclusive of any sales taxes
paid by Lessor with respect to its initial purchase of the
Equipment which have already been included in the cost of the
Equipment under the applicable Schedule.  If requested by Lessor,
Lessee agrees to prepare on behalf of Lessor and in a form
satisfactory to Lessor all requested tax returns and reports
concerning the Equipment, to file such returns and reports with all
appropriate governmental charges.  The obligations arising under
this Section shall survive payment of all other obligations under
this Agreement and the termination of this Agreement.

16.  LOSS OR DESTRUCTION OF EQUIPMENT:  On and after delivery of
any item of Equipment to Lessee, Lessee shall bear all of the risk
of loss, damage, or destruction of such Equipment.  If any of the
Equipment is lost, stolen, destroyed or damaged and beyond repair,
for any reason, Lessee shall (a)immediately and fully inform Lessor
with regard thereto:  and (b) promptly pay to Lessor the casualty
value as shown in the Casualty and Termination Value Schedule
attached hereto ("Casualty Value"), as of the date of payment
thereof, plus all accrued and unpaid Rental Payments and other
amounts then due and remaining unpaid.    Except as expressly
provided herein, the total or partial destruction of the Equipment,
or the total or partial loss of use or possession thereof by
Lessee, shall not relieve or release Lessee from its obligations
and liabilities under this Agreement.

17.  RETURN TO LESSOR:  Upon the expiration of the Term for any
Equipment, Lessee shall return, at Lessee's sole expense, such
Equipment to Lessor at such place as is designated by Lessor at
that time and in the same condition as when received by Lessee,
except only reasonable wear and tear resulting from the normal and
customary use thereof.  However, if any Schedule to this Agreement
contains specific requirements for the condition of the Equipment
upon its return to Lessor, the Equipment must satisfy such
requirements.  Lessee shall pay to Lessor on demand, as additional
rental hereunder, the cost of any repairs necessary to place the
Equipment in the condition required by this Agreement at that time.

18.  PURCHASE OPTION:  Provided Lessee shall have fully complied
with all of the terms and conditions of this Agreement, the Lessee

shall have the option to purchase Equipment on an  AS IS WHERE IS  
basis without any warranty by Lessor at the Fair Market Value (FMV)
of such Equipment.  The FMV shall be determined by negotiations
between Lessor and Lessee.  If Lessor and Lessee are unable to
agree on a value, then the Equipment shall be appraised by a party
mutually agreeable to Lessor and Lessee, the cost of which shall be
born equally by Lessor and Lessee.  Lessor and Lessee agree to
abide by the values placed on Equipment by the above mentioned
party.  This option must be exercised by written notice to the
Lessor; with such notice being dated at least 90 days prior to
Lessee s intent to purchase Equipment.  If the purchase option set
forth herein is exercised, the purchase price shall be paid in full
to Lessor at the end of the month following the last payment date.

19. TERMINAL RENTAL ADJUSTMENT CLAUSE:  If Lessee so elects by
executing the Terminal Rental Adjustment Clause ("TRAC") 
Supplement in the form attached hereto with regard to one or more
item of Equipment, then there shall be a terminal rental adjustment
for such Equipment as further specified in such Supplement.  If
this Agreement is terminated with respect to any item of Equipment
covered by a TRAC Supplement for any reason other than expiration
of the Term, then this Section shall not apply and Lessee's rights
and obligations shall be governed by the other Sections hereof.

20.  PERFORMANCE OF OBLIGATIONS OF LESSEE BY LESSOR:  If Lessee
fails to perform duly and promptly any of its obligations under
this Agreement, Lessor may perform the same , but shall not be
obligated to do so, to protect the interests of Lessor, Lessee or
both, and any cost, liability or expense (including reasonable
attorney's fees) incurred by Lessor in such performance shall be
paid to Lessor by Lessee upon demand as additional rent for the
Equipment.

21.  GENERAL INDEMNITY:  Lessee assumes liability of and agrees to
indemnify, defend and hold Lessor, its agents, employees,
successors and assigns harmless from any and all actions, suits,
liabilities, obligations and claims of every nature (including,
without limitation, those arising from contract, strict or absolute
liability in tort, product liability, negligence, or any other
cause) and from any and all damages, awards, penalties, fines,
forfeitures, settlements, interest and attorney's fees awarded to
any person whomsoever and regardless of the reason, which directly
or indirectly results from or relates to the manufacture, delivery,
purchase, sale, ownership leasing, use, possession, operation,
condition (including Federal income tax), which Lessor is required
to pay in respect of the amounts received under this Section,
including any interest, penalties and additionsto tax.  For the
purposes of this Section, the term Lessor shall include the
affiliated taxpayer group, within the meaning of Section 1504 of
the Internal Revenue Code as amended ("Code") of which Lessor is a
member.  Lessee's indemnities and liabilities under this Section
shall continue in full force and effect, notwithstanding the
expiration or termination of this Agreement for any reason.  
Upon request of Lessor, Lessee shall assume the defense of any and

all demands, claims, actions, suits and all other proceedings
against  Lessor for which indemnity is provided herein and, Lessee
shall allow Lessor to participate in the defense thereof.  At
Lessor's option, Lessor may assume the defense of the matter, but
shall no relieve or reduce Lessee's obligations to indemnify Lessor
as set forth herein.

22.  TAX INDEMNITY:  Lessee acknowledges that the Lessor is the
owner of the Equipment for Federal income tax purposes and that
Lessor intends to take the accelerated cost recovery deductions
("ACRS Deductions") as provided by Section 168 of the Code. 
Accordingly, Lessee agrees that at all times during the term of
this Agreement, Lessee shall not take any action, fail to take any
action, assert any claim or make any representation which results,
or may result, in the loss to Lessor of ACRS Deductions.  In the
event that the ACRS Deductions are lost, reduced or delayed due to
any act or omission by Lessee, Lessee agrees to promptly pay to
Lessor, as additional rent, an amount such that the portion
remaining after deduction of all taxes required to be paid by
Lessor in respect to the receipt of such amount (including Federal
income tax) shall fully compensate Lessor for the loss, reduction
or delay of the ACRS Deductions, including any interest, penalties
and additions to tax.  Lessor shall have no obligation to contest,
beyond the level of an Internal Revenue Service auditing agent, any
recapture, disallowance, elimination, reduction or disqualification
caused by any act or omission of the Lessee.  Lessee also
acknowledges that there is a possibility that, after the
commencement of this Agreement, the Code, or any regulations
promulgated thereunder, might be amended or changed so as to
deprive Lessor of the right to claim all or part of the ACRS
Deductions, or to lengthen the time period over which the Equipment
must be depreciated, or in some other manner impair Lessor's after-
tax margin with respect to this Agreement ("Tax Benefits").  In the
event that the Lessor' Tax Benefits are impaired due to an
amendment or change  to the Code, or any regulation promulgated
thereunder, the Lessee agrees to pay the Lessor an adjusted rent
over the remaining term of the lease such that Lessor's after-tax
margins (after consideration of all taxes, including Federal income
tax, and increased costs) with respect to this Agreement is
maintained .  Lessor shall have no obligation to contest any
impairment of Tax Benefits due to an amendment or change to the
Code or any regulations promulgated thereunder.  For the purposes
of this Section, the term Lessor shall include affiliated taxpayer
group, within the meaning of Section 1504 of the Code, of which
Lessor is a member.  Lessee's indemnities and liabilities under
this Section shall continue in full force and effect
notwithstanding the expiration or termination of this Agreement for
any reason.  

Lessee acknowledges that  the percentage set forth in the Casualty
and Termination Schedules attached hereto have been computed on the
assumption that Lessor shall be entitled to the Tax Benefits as
allowed under the present Code.  Accordingly, in the event Lessee
becomes obligated to pay additional sums to Lessor, the percentages

set forth in the schedules shall be revised as may be necessary in
the reasonable opinion of Lessor so that the amount payable by
Lessee in the event of a casualty loss or termination shall be
sufficient to maintain Lessor's net after-tax margin at the same
level that would have been available to the Lessor upon payment of
the Casualty Value or Termination Value paid after the liability 
of Lessee hereunder shall become fixed regardless of the date of
such casualty or other occurrence.  Further, with respect to any
previous payment of Casualty Value or Termination Value under the
lease by the Lessee, the Lessee would have been the additional
amount, in excess of the amount actually paid,  that the Lessee
would have been required to pay had the liability of Lessee become
fixed prior to the date of the original payment.

23.  DEFAULT:  Time is of the essence on this Agreement and the
occurrence of any of the following events shall constitute a
default hereof: (a) Lessee's failure to pay when due the full
amount of any payments required hereunder, including, without
limitation, rents or additional rents, delinquency and late
charges, interest, taxes, insurance, the costs of maintenance or
repairs, amounts due for indemnification, the Casualty or
Termination Values (if applicable) or any other amounts;
(b) Lessee's failure to perform any action or other obligation
required by the terms hereof to be performed by Lessee; (c) any
attempt by Lessee to remove, sell, transfer, sublease, encumber, or
otherwise transfer, dispose or part with possession of the
Equipment without Lessor's prior written consent; (d) the making of
any false or misleading statements by Lessee prior to or in
connection with this Agreement; (e) Lessee's death, dissolution, or
other termination of existence; (f) Lessee's becoming insolvent or
becoming the subject of a petition in bankruptcy, either
voluntarily or involuntary, Lessee' making an assignment for the
benefit of creditors, or being named or subjected to a suit for the
appointment of a receiver; (g) seizure of or levy upon any
Equipment leased hereunder reason of any legal or governmental
process directed against Lessee; or (h) any bankruptcy, insolvency,
death, dissolution, termination of existence or other default of
any guarantor of Lessee.

24.  TERMINATION VALUE:  Lessor and Lessee hereby agree that the
amount set forth under the appropriate entry of the termination
value section of the Casualty and Termination Value Schedule
attached hereto ("Termination Value") represents the amount
necessary to compensate Lessor for any breach by Lessee of its
obligation to make future Rental Payments under this Agreement with
regard to the items of Equipment shown on such Schedule.  In the
event of Lessee's breach of its Rental Payment obligation, Lessee
agrees to pay Lessor the Termination Value (determined by reference
to the most recent Rental Payment date shown thereon) as liquidated
damages and not as a penalty.  The Termination Value does not
include, and Lessee shall remain liable for and shall immediately
pay to Lessor, all other amounts due under this Agreement (except
for the future Rental Payments), including but not limited to past
due Rental Payments, delinquency and late charges, taxes,

insurance, costs of maintenance and repair, and any amounts due
under the indemnification provisions hereof.

25.  REMEDIES:  In the event of any default by Lessee under this
Agreement, Lessor shall have all of the rights and remedies
permitted at law and in equity.  The rights and remedies available
to Lessor may vary with the law of the applicable jurisdiction, and
Lessee acknowledges and agrees that Lessor shall be entitled to
exercise any and all available rights and remedies in any
combination or sequence not expressly prohibited by law.  Lessee
hereby agrees and consents to any rights or remedies which are
available to Lessor if Lessee has so agreed or consented.  Unless
prohibited by law, Lessor's available rights and remedies in the
event of a default by Lessee include, without limitation: (a)
without terminating this Agreement, request Lessee to assemble any
or all of the Equipment, to make the same available to Lessor at a
reasonable place designated by Lessor, and to put Lessor in
possession thereof; (b) without terminating this Agreement,
immediately and without legal proceedings or notice to Lessee enter
Lessee's premises, take possession of, remove and retain any or all
of the Equipment or render the same unusable; (c) without
terminating this Agreement, declare the Termination Value and all
other sums payable hereunder immediately due and payable; (d)
without notice to Lessee, terminate the Agreement as to any or all
of the Equipment leased hereunder, but such termination shall not
release Lessee from the liabilities and obligation arising from
such breach; and (e) sell or otherwise dispose of any or all of the
Equipment private or public sale, or re-lease any or all of the
same on such terms and conditions as Lessor deems appropriate.  In
the event that Lessor repossesses, re-leases, sells or otherwise
disposes of the Equipment, any net proceeds of such action which
are attributable to Lessee's interest in the Equipment under this
Agreement shall be applied against Lessee's obligations hereunder. 
Unless otherwise mandatory required by applicable law, any
remaining net proceeds shall belong solely to Lessor.  Lessee shall
be liable for any amounts due to Lessor hereunder after application
of the net proceeds as set forth above.  The net proceeds shall be
determined by deducting from the gross sales proceeds, or from the
net present value of the proceeds of a re-lease, any applicable
sales, use and excise taxes, and sales or other fees or commissions
actually paid to any party (including the party who sold the
Equipment to Lessor) who helps Lessor sell or otherwise dispose of
the Equipment, and Lessor's expenses of locating, repossessing,
repairing, preparing and disposing of the Equipment, including
attorney's fees.

Lessee hereby expressly waives any rights it may have to possession
of the Equipment after default and all claims it may have for
damages or injuries suffered through or loss caused by any
repossession, sale or other disposition of the Equipment hereunder. 
Lessee agrees that any property other than Equipment which is in or
upon the Equipment at the time of repossession may be taken and
held without liability until its return is requested by Lessee. 
Lessee hereby acknowledges and agrees that any applicable standard

of commercial reasonableness will be satisfied if the Lessor sell
or otherwise disposes of the Equipment by any method which is
customarily used for similar Equipment, or which Lessor has used or
would use for similar Equipment owned solely by Lessor, even if
Lessee believes or proves that a different method of disposition
would have been more beneficial for Lessee.  Unless otherwise
required by law, any requirement of reasonable notice regarding the
re-lease, sale or other disposition of the Equipment which Lessor
may be obligated to give will be met if such notice is mailed to
Lessee at tits address shown herein at least ten (10) days before
the time of such re-lease, sale or other disposition.  Nothing
herein contained shall require Lessor to re-lease, sell or
otherwise dispose of the Equipment.

26.  NOTICES:  All notices relating hereto shall be either
delivered in person to an officer of Lessor or Lessee, or be sent
by certified mail, return receipt requested, to Lessor or Lessee at
its address as shown on the face hereof or to the last known
address of the recipient.

27.  LIMITATIONS ON USE:  The Equipment shall not be used in the
transportation of radioactive materials, hazardous wastes,
explosives, hazardous materials, gasses or liquids, unless Lessor
has expressly approved the transportation of such material in
writing.

28.  MISCELLANEOUS:  This Agreement constitutes the entire
understanding of the parties and supersedes any and all prior
understandings or agreements, oral or written, between and among
the parties repecting the within subject matter.  This Agreement
shall be binding upon the successors, assigns and legal
representatives of the parties hereto.  This Agreement may not be
modified unless in a writing signed both parties.  No provision of
this Agreement may be waived unless in a writing deemed to be a
waiver of any other or subsequent default.  The provisions of this
Agreement are severable, and if a court of competent jurisdiction
determines that any of them are unenforceable in accordance with
their terms, the court may modify, sever or divide such provisions
as necessary to enforce those provisions to the extent they may be
executed in any number of counterparts, each of which shall be
deemed to be an original, and such counterparts shall together
constitute but one agreement.  In the event of litigation
concerning this Agreement, the prevailing party shall be entitled
to recover its costs and expenses, including reasonable attorney's
fees.
LESSEE ACKNOWLEDGES THAT HE HAS RECEIVED A TRUE COPY OF THIS
AGREEMENT, HE HAS READ IT AND IT WAS COMPLETELY FILLED IN BEFORE HE
SIGNED IT.
_________________________________________________________________

ALL TERMS AND CONDITIONS ON THE PREVIOUS PAGES OF THIS AGREEMENT
ARE A PART HEREOF AND ARE BINDING UPON THE PARTIES HERETO.

LESSEE ACKNOWLEDGES THAT HE HAS RECEIVED A TRUE COPY OF THIS
AGREEMENT, HE HAS READ IT AND IT WAS COMPLETELY FILLED IN BEFORE HE
SIGNED IT.

                                   LESSEE: Environmental
                                           Transportation
                                           Services, Inc.
ACCEPTED BY:                       SS#/Tax ID #__________________

Sullivan's Trucking co., Inc.      
By: /s/ Roy Sullivan               By:  /s/ Carl Anderson, Jr.
  ___________________________         ___________________________
Title: President                   Title: President
      _______________________            ________________________
Address: 1705 NE Woodland          Address: 1813 SE 25th St.
         Ponca City, OK                     OKC, OK 73129
       ______________________              ______________________
Date: 5/1/96                       Date: 5/1/96
     ________________________           _________________________

EQUIPMENT LEASE AGREEMENT
SCHEDULE A: RENTAL PAYMENTS
___________________________

Schedule A is made a part of the Equipment Lease Agreement dated
March 1, 1996 between Sullivan's Trucking Co., Inc. (Lessor) and
Environmental Transportation Services, Inc. (Lessee)

______________________________________________________________
COMMENCEMENT DATE    TERM OF LEASE    LOCATION OF EQUIPMENT

March 1, 1996        48 MONTHS        1813 S.E. 25th STREET
                                      OKLAHOMA CITY, OK
_______________________________________________________________
STATE OF JURISDICTION   STATE EQUIPMENT WILL BE TITLED IN

OKLAHOMA                OKLAHOMA
_______________________________________________________________
BASEPLATE REGISTRATION (STATE, COUNTY, CITY)

OKLAHOMA, OKLAHOMA, OKLAHOMA CITY
_______________________________________________________________

                         DESCRIPTION OF EQUIPMENT

                                         SCHEDULE A   MONTHLY
YEAR    MAKE   MODEL   VEHICLE ID NUMBER    VALUE     RENTAL PAYMENT
_________________________________________________________________

SEE ATTACHED SCHEDULE
_________________________________________________________________

MONTHLY RENTAL PAYMENTS

1.  Schedule A Value (Total Equipment Cost)  $1,573,100.00
                                              ============
2.  Total Monthly Payments                   $    8,683.64
                                              ============

Monthly rental payments are due on the same day each month
beginning March 1, 1996.

LESSOR: Sullivan's Trucking    LESSEE:  Environmental
Transportation
        Co., Inc.                       Services, Inc.

By:  /s/ Roy Sullivan           By: /s/ Carl B. Anderson, Jr.
   ________________________       ______________________________
Title: President                Title: President
     ______________________           __________________________
Date: 5/1/96                    Date:   5/1/96
     ______________________           __________________________

VEHICLE MONTHLY IDENTIFICATION SCHEDULE A RENTAL YEAR MAKE NUMBER VALUE PAYMENT ________________________________________________________________ 1987 MATE 1M9A36538HH036661 $15,000.00 $274.65 1987 MATE 1M9A36533HH036681 15,000.00 274.65 1987 MATE 1M9A36535HH036682 15,000.00 274.65 1987 MATE 1M9A3653XHH036721 15,000.00 274.65 1987 MATE 1M9A36532HH036722 15,000.00 274.65 1988 MATE 1M9A36535JH036803 16,000.00 292.96 1988 MATE 1M9A36537JH036804 16,000.00 292.96 1988 MATE 1M9A36539JH036805 16,000.00 292.96 1988 MATE 1M9A3653XJH036806 16,000.00 292.96 1988 MATE 1M9A36532JH036807 16,000.00 292.96 1988 MATE 1M9A36534JH036808 16,000.00 292.96 1988 MATE 1M9A36536JH036809 16,000.00 292.96 1988 MATE 1M9A36532JH036810 16,000.00 292.96 1988 MATE 1M9A36534JH036811 16,000.00 292.96 1988 MATE 1M9A36536JH036812 16,000.00 292.96 1988 MATE 1M9a36538JH036813 16,000.00 292.96 1988 MATE 1M9A3653XJH036814 16,000.00 292.96 1988 MATE 1M9A36513JH036815 16,000.00 292.96 1988 MATE 1M9A36533JH036816 16,000.00 292.96 1988 MATE 1M9A36536JH036817 16,000.00 292.96 1988 MATE 1M9A36537JH036818 16,000.00 292.96 1989 MATE 1M9A36534JH036882 17,000.00 311.26 1989 MATE 1M9A3753XKH036982 17,000.00 311.26 1989 MATE 1M9A37531KH036983 17,000.00 311.26 1989 MATE 1M9A37536KH036008 17,000.00 311.26 1989 MATE 1M9A37538KH036009 17,000.00 311.26 1989 MATE 1M9A37534KH036010 17,000.00 311.26 1989 MATE 1M9A37536KH036016 17,000.00 311.26 1989 MATE 1M9A37538KH036017 17,000.00 311.26 1989 MATE 1M9A3753XKH036018 17,000.00 311.26 1989 MATE 1M9A37532KH036023 17,000.00 311.26 1989 MATE 1M9A37534KH036024 17,000.00 311.26 1989 MATE 1M9A37539KH036049 17,000.00 311.26 1989 MATE 1M9A37535KH036050 17,000.00 311.26 1989 MATE 1M9A37538KH036057 17,000.00 311.26 1990 MATE 1M9A37535KH036082 18,000.00 329.57 1987 HOBBS 1H5D03724GM043201 15,000.00 274.65 1987 HOBBS 1H5D03726GM043202 15,000.00 274.65 1987 HOBBS 1H5D03726GM044706 15,000.00 274.65 1987 HOBBS 1H5D03728GM044707 15,000.00 274.65 1987 HOBBS 1H5D03720GM047102 15,000.00 274.65 1990 MATE 1M9A37537LH036083 18,000.00 329.57 1990 MATE 1M9A3752XLH036157 18,000.00 329.57 1990 MATE 1M9A37522LH036158 18,000.00 329.57 1990 MATE 1M9A3752XLH036160 18,000.00 329.57 1990 MATE 1M9A37522LH036161 18,000.00 329.57 1983 FRUEHAUF 1H4D03522DF035704 10,000.00 183.10 1983 FRUEHAUF 1H4D03523DF040605 10,000.00 183.10 1990 MATE 1M9A3952XLH036073 18,000.00 329.57
VEHICLE MONTHLY IDENTIFICATION SCHEDULE A RENTAL YEAR MAKE NUMBER VALUE PAYMENT ________________________________________________________________ 1990 MATE 1M9A39522LH036074 18,000.00 329.57 1984 FRUEHAUF 1H4D03528EF028905 11,000.00 201.41 1988 MATE 1M9A39523JH036802 16,000.00 292.96 1985 CMC 1A9A1AN26E11A9736 13,000.00 238.03 1984 MATE 1M9A338428EH036191 11,000.00 201.41 1990 MATE 1M9A39524LH036097 18,000.00 329.57 VANS 1984 GREAT DANE 1GRHA9629EB003221 6,000.00 109.86 1984 GREAT DANE 1GRHA9621EB046130 6,000.00 109.86 1984 GREAT DANE 1GRHA962XEB003227 6,000.00 109.86 50' DROP DECK 1990 FRUEHAUF 1H5P05026LM009001 12,000.00 219.72 48 x 102 DROP DECKS 1991 TRANSCRAFT ITT-E4820-X-M1036224 12,000.00 219.72 1991 TRANSCRAFT ITT-E4820-1-M1036225 12,000.00 219.72 1991 TRANSCRAFT ITT-E4820-6-M1036222 12,000.00 219.72 1991 TRANSCRAFT ITT-E4820-6-M1026219 12,000.00 219.72 1991 TRANSCRAFT ITT-E4820-2-M1036220 12,000.00 219.72 ROLL OFF TRAILERS 1995 BENLEE 1B9B14522SA181050 35,000.00 640.84 1995 BENLEE 1B9B14524SA181051 35,000.00 640.84 1991 BENLEE 1B9B14524MA180730 25,000.00 457.74 1991 BENLEE 1B9B14526MA180731 25,000.00 457.74 1991 BENLEE 1B9B14528MA180732 25,000.00 457.74 1991 BENLEE 1B9B14523MA180738 25,000.00 457.74 1991 BENLEE 1B9B14525MA180739 25,000.00 457.74 1991 BENLEE 1B9B14522MA180760 25,000.00 457.74 50 YARD ROLL OFF BOXES 1992 5-STAR 627796156 2,700.00 49.44 1992 5-STAR 691892172 2,700.00 49.44 1992 5-STAR 691892173 2,700.00 49.44 1992 5-STAR 691892174 2,700.00 49.44 1992 5-STAR 691892175 2,700.00 49.44 1992 5-STAR 691892176 2,700.00 49.44 1992 5-STAR 691892177 2,700.00 49.44 1993 5-STAR 691892178 2,700.00 49.44 1992 5-STAR 691892179 2,700.00 49.44 1992 5-STAR 691892180 2,700.00 49.44 1992 5-STAR 691892181 2,700.00 49.44 1992 5-STAR 691892182 2,700.00 49.44 1992 5-STAR 691892183 2,700.00 49.44 1992 5-STAR 691892184 2,700.00 49.44 1992 5-STAR 691892185 2,700.00 49.44 1992 5-STAR 691892186 2,700.00 49.44 1992 5-STAR 164293237 2,700.00 49.44
VEHICLE MONTHLY IDENTIFICATION SCHEDULE A RENTAL YEAR MAKE NUMBER VALUE PAYMENT ________________________________________________________________ 1992 5-STAR 164293233 2,700.00 49.44 1992 5-STAR 164293234 2,700.00 49.44 1992 5-STAR 164293228 2,700.00 49.44 1992 5-STAR 164293229 2,700.00 49.44 1992 5-STAR 164293230 2,700.00 49.44 1992 5-STAR 164293231 2,700.00 49.44 1992 5-STAR 164293232 2,700.00 49.44 1992 5-STAR 164293235 2,700.00 49.44 1992 5-STAR 164293236 2,700.00 49.44 1995 MODERN 4215 2,700.00 49.44 1995 MODERN 4216 2,700.00 49.44 1995 MODERN 4217 2,700.00 49.44 1995 MODERN 4218 2,700.00 49.44 1995 MODERN 4219 2,700.00 49.44 1995 MODERN 4220 2,700.00 49.44 25 YARD ROLL OFF BOXES 1992 5-STAR 273392165 2,700.00 49.44 1992 5-STAR 273392158 2,700.00 49.44 1992 5-STAR 273392164 2,700.00 49.44 1992 5-STAR 273392163 2,700.00 49.44 1992 5-STAR 690892171 2,700.00 49.44 1992 5-STAR 273392161 2,700.00 49.44 1992 5-STAR 273392160 2,700.00 49.44 1992 5-STAR 273392159 2,700.00 49.44 1992 5-STAR 273392162 2,700.00 49.44 1992 5-STAR 275392157 2,700.00 49.44 1992 5-STAR 690892166 2,700.00 49.44 1992 5-STAR 690892167 2,700.00 49.44 1992 5-STAR 690892168 2,700.00 49.44 1992 5-STAR 690892169 2,700.00 49.44 1992 5-STAR 690832170 2,700.00 49.44 1992 5-STAR 109193227 2,700.00 49.44 1992 5-STAR 109193223 2,700.00 49.44 1992 5-STAR 109193222 2,700.00 49.44 1992 5-STAR 109193220 2,700.00 49.44 1992 5-STAR 109193219 2,700.00 49.44 1992 5-STAR 109193221 2,700.00 49.44 1992 5-STAR 109193225 2,700.00 49.44 1992 5-STAR 109193226 2,700.00 49.44 1992 5-STAR 109193218 2,700.00 49.44 1992 5-STAR 109193224 2,700.00 49.44 910528672 2,700.00 49.44 910528676 2,700.00 49.44 910528677 2,700.00 49.44 910528674 2,700.00 49.44 910528675 2,700.00 49.44 910528673 2,700.00 49.44 910778275 2,700.00 49.44 910778726 2,700.00 49.44
VEHICLE MONTHLY IDENTIFICATION SCHEDULE A RENTAL YEAR MAKE NUMBER VALUE PAYMENT ________________________________________________________________ 4542 2,700.00 49.44 4543 2,700.00 49.44 4544 2,700.00 49.44 4545 2,700.00 49.44 4546 2,700.00 49.44 4547 2,700.00 49.44 4548 2,700.00 49.44 4549 2,700.00 49.44 4550 2,700.00 49.44 4551 2,700.00 49.44 910888764 2,700.00 49.44 910888765 2,700.00 49.44 910888766 2,700.00 49.44 910888773 2,700.00 49.44 910888775 2,700.00 49.44 910888768 2,700.00 49.44 910888770 2,700.00 49.44 910888776 2,700.00 49.44 910888777 2,700.00 49.44 910888778 2,700.00 49.44 910888779 2,700.00 49.44 910888780 2,700.00 49.44 910888781 2,700.00 49.44 910888782 2,700.00 49.44 910888783 2,700.00 49.44 4706 2,700.00 49.44 4708 2,700.00 49.44 4709 2,700.00 49.44 4710 2,700.00 49.44 4711 2,700.00 49.44 4731 2,700.00 49.44 4732 2,700.00 49.44 4735 2,700.00 49.44 4736 2,700.00 49.44 4737 2,700.00 49.44 4738 2,700.00 49.44 910888772 2,700.00 49.44 910888774 2,700.00 49.44 910888767 2,700.00 49.44 910888769 2,700.00 49.44 810888771 2,700.00 49.44 1994 MODERN 2587 2,700.00 49.44 1994 MODERN 2589 2,700.00 49.44 1994 MODERN 2675 2,700.00 49.44 1994 MODERN 2721 2,700.00 49.44 1994 MODERN 2742 2,700.00 49.44 1994 MODERN 2743 2,700.00 49.44 1994 MODERN 2744 2,700.00 49.44
VEHICLE MONTHLY IDENTIFICATION SCHEDULE A RENTAL YEAR MAKE NUMBER VALUE PAYMENT ________________________________________________________________ 1994 MODERN 2745 2,700.00 49.44 1994 MODERN 2746 2,700.00 49.44 1994 MODERN 2750 2,700.00 49.44 1994 MODERN 2751 2,700.00 49.44 1994 MODERN 2752 2,700.00 49.44 1994 MODERN 2753 2,700.00 49.44 1994 MODERN 2754 2,700.00 49.44 1994 MODERN 2755 2,700.00 49.44 1994 MODERN 2756 2,700.00 49.44 1994 MODERN 2757 2,700.00 49.44 1994 MODERN 2758 2,700.00 49.44 1994 MODERN 2759 2,700.00 49.44 1994 MODERN 2876 2,700.00 49.44 1994 MODERN 2877 2,700.00 49.44 1994 MODERN 2878 2,700.00 49.44 1994 MODERN 2879 2,700.00 49.44 1994 MODERN 2880 2,700.00 49.44 1994 MODERN 2881 2,700.00 49.44 1994 MODERN 2882 2,700.00 49.44 1994 MODERN 2883 2,700.00 49.44 1994 MODERN 2884 2,700.00 49.44 1994 MODERN 2885 2,700.00 49.44 20 YARD ROLL OFF BOXES 1995 3506 2,700.00 49.44 1995 3510 2,700.00 49.44 1995 3507 2,700.00 49.44 1995 3410 2,700.00 49.44 1995 3511 2,700.00 49.44 1995 3645 2,700.00 49.44 _________________________ 6 $1,573,100.00 $28,802.98 =========================
CASUALTY AND TERMINATION SCHEDULE _________________________________ This Casualty and Termination Schedule is made a part of the Equipment Lease Agreement dated April 17, 1996. Termination values assume that all rental payments, fees, and other payments due under the agreement are paid. The table below reflects the percentage of original cost for casualty or termination at each rental month. PAYMENT PAYMENT PAYMENT PAYMENT DATE NO. PERCENTAGE DATE NO. PERCENTAGE _________________________________________________________________ 03/01/96 1 98.66903% 03/01/98 25 63.92265% 04/01/96 2 97.32919% 04/01/98 26 62.35116% 05/01/96 3 95.98041% 05/01/98 27 60.76920% 06/01/96 4 94.62265% 06/01/98 28 59.17669% 07/01/96 5 93.25583% 07/01/98 29 57.57357% 08/01/96 6 91.87990% 08/01/98 30 55.95976% 09/01/96 7 90.49480% 09/01/98 31 54.33518% 10/01/96 8 89.10046% 10/01/98 32 52.69978% 11/01/96 9 87.69683% 11/01/98 33 51.05348% 12/01/96 10 86.28384% 12/01/98 34 49.39620% 01/01/97 11 84.86143% 01/01/99 35 47.72787% 02/01/97 12 83.42953% 02/01/99 36 46.04842% 03/01/97 13 81.98809% 03/01/99 37 44.35778% 04/01/97 14 80.53704% 04/01/99 38 42.65586% 05/01/97 15 79.07632% 05/01/99 39 40.94259% 06/01/97 16 77.60586% 06/01/99 40 39.21791% 07/01/97 17 76.12560% 07/01/99 41 37.48173% 08/01/97 18 74.63547% 08/01/99 42 35.73397% 09/01/97 19 73.13540% 09/01/99 43 33.97456% 10/01/97 20 71.62533% 10/01/99 44 32.20342% 11/01/97 21 70.10520% 11/01/99 45 30.42047% 12/01/97 22 68.57493% 12/01/99 46 28.62564% 01/01/98 23 67.03446% 01/01/2000 47 26.81884% 02/01/98 24 65.48372% 02/01/2000 48 25.00000%
LESSOR: Sullivan's Trucking LESSEE: Environmental Co., Inc. Transportation Services, Inc. By: /s/ Roy Sullivan By: /s/ Carl B. Anderson, Jr. ________________________ ______________________________ Title: President Title: President ______________________ __________________________ Date: 5/1/96 Date: 5/1/96 ______________________ __________________________

Basic Info X:

Name: EQUIPMENT LEASE AGREEMENT
Type: Equipment Lease
Date: May 20, 1996
Company: AMETECH INC
State: Oklahoma

Other info:

Date:

  • March 1 , 1996 48 MONTHS 1813
  • April 17 , 1996

Organization:

  • Inc. P. O
  • Fair Market Value FMV
  • Equipment for Federal
  • Internal Revenue Service
  • Termination Value Schedule
  • Sullivan 's Trucking Co. , Inc.
  • Environmental Transportation Services , Inc.
  • Value Total Equipment Cost
  • Environmental Transportation Co. , Inc. Services , Inc.
  • Equipment Lease Agreement
  • Inc. Transportation Services , Inc.

Location:

  • Lessee
  • St. Ponca City
  • OK OKC
  • OKLAHOMA CITY
  • OKLAHOMA OKLAHOMA

Money:

  • $ 1,000,000
  • $ 5,000,000
  • $ 8,683.64
  • $ 15,000.00 $ 274.65
  • $ 1,573,100.00 $ 28,802.98

Person:

  • Carl Anderson
  • Roy Sullivan
  • Carl B. Anderson

Percent:

  • half percent 1 1\2 %
  • 98.66903 %
  • 63.92265 %
  • 97.32919 %
  • 62.35116 %
  • 95.98041 %
  • 60.76920 %
  • 94.62265 %
  • 59.17669 %
  • 93.25583 %
  • 57.57357 %
  • 91.87990 %
  • 55.95976 %
  • 90.49480 %
  • 54.33518 %
  • 89.10046 %
  • 52.69978 %
  • 87.69683 %
  • 51.05348 %
  • 86.28384 %
  • 49.39620 %
  • 84.86143 %
  • 47.72787 %
  • 83.42953 %
  • 46.04842 %
  • 81.98809 %
  • 44.35778 %
  • 80.53704 %
  • 42.65586 %
  • 79.07632 %
  • 40.94259 %
  • 77.60586 %
  • 39.21791 %
  • 76.12560 %
  • 37.48173 %
  • 74.63547 %
  • 35.73397 %
  • 73.13540 %
  • 33.97456 %
  • 71.62533 %
  • 32.20342 %
  • 70.10520 %
  • 30.42047 %
  • 68.57493 %
  • 28.62564 %
  • 67.03446 %
  • 26.81884 %
  • 65.48372 %
  • 25.00000 %