Unsecured Promissory Note

UNSECURED PROMISSORY NOTE


$225,000 Oklahoma City, Oklahoma
Effective July 18, 1997


FOR VALUE RECEIVED, the undersigned, AMETECH, Inc., an Oklahoma corporation and ENVIRONMENTAL TRANSPORTATION SERVICES, INC., an Oklahoma corporation (collectively "Maker"), jointly and severally promise to pay to the order of THE CIT GROUP/EQUIPMENT FINANCING, INC., a New York corporation, at 300 S. Grand Avenue, 3rd Floor in Los Angeles, California 90071, or at such other place as may be designated in writing by the holder of this Note, the principal sum of TWO HUNDRED TWENTY-FIVE THOUSAND AND 00/100 DOLLARS ($225,000.00), together with interest thereon from the date hereof at the fixed rate of ten percent (10%) per annum on the unpaid balance, both principal and interest due and payable in lawful money of the United States of America as follows:


Monthly payments of principal and interest will be
payable commencing on August 30, 1998, in accordance with
and subject to the restrictions, limitations and condi-
tions as described in that certain Subordination Agree-
ment ("Subordination Agreement") dated July 17, 1997, by
and among The CIT Group/Equipment Financing, Inc., the
Maker, and Congress Financial Corporation (Southwest), a
Texas corporation, until this Note is paid in full. The
Subordination Agreement is attached hereto as Exhibit
"A." All interest will be computed at a per diem charge
for the actual number of days elapsed on the basis of a
year consisting of three hundred sixty-five (365) days.
The entire unpaid principal balance of this Note plus all
accrued and unpaid interest thereon will be due and
payable in the form of a lump sum balloon payment within
fifteen (15) business days of the latter of the (a) date
upon which payment in full of any and all Senior Indebt-
edness (as defined in the Subordination Agreement) is
made and (b) the date upon which the Subordination
Agreement is terminated pursuant to its terms.


The undersigned agrees that if, and as often as, this Note is placed in the hands of an attorney for collection, or to defend or enforce any of the holder's rights hereunder, the undersigned will pay to such holder its reasonable attorneys' fees, together with all court costs and other expenses paid by such holder, subject to, and except as otherwise provided by, the terms of the Subordination Agreement.


On the failure of the undersigned to pay any amount when due hereunder, or on the brea ...