
                                  Exhibit 10.7

               AGREEMENT AND FIRST AMENDMENT TO CREDIT AGREEMENT
                               (January 21, 1994)


     THIS AGREEMENT AND FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
is made and entered into as of January 21, 1994 by and among ALLWASTE, INC. (the
"Company"), a Delaware corporation, EACH OF THE FINANCIAL INSTITUTIONS WHICH IS
A SIGNATORY HERETO (individually, a "Bank" and collectively, the "Banks") and
TEXAS COMMERCE BANK NATIONAL ASSOCIATION ("TCB"), a national banking association
acting as agent for the Banks (in such capacity, together with its successors in
such capacity, the "Agent").

RECITALS:

     A. The Company, the Agent and the Banks have entered into a Credit
Agreement dated as of November 30, 1993 (which such Credit Agreement, as the
same may have heretofore been amended, modified, supplemented and restated from
time to time, is hereinafter called the "Credit Agreement").

     B. The Company has requested the Agent and the Banks to amend the Credit
Agreement in certain respects to, among other things, (1) permit the Company to
convert the IAM Acquisition Loan into preferred stock of IAM, (2) increase the
limit on guaranties, endorsements and other contingent liabilities to
$6,000,000, (3) permit the Company to acquire the Indebtedness of any Person in
connection with a Permitted Asset Disposition or a Permitted Stock Disposition
so long as the aggregate amount of such Indebtedness does not exceed $10,000,000
at any one time, (4) increase the limit on loans to Persons which are not
Subsidiaries of the Company to $3,000,000, (5) modify in certain respects the
list of permitted loans by the Company, and (6) make certain corrections to
Section 6.1 of the Credit Agreement. In addition, the Company has requested the
Agent and the Banks to waive any Default or Event of Default which may have
occurred as a result of the acceptance by the Company of promissory notes in
lieu of cash in connection with certain Permitted Asset Dispositions and/or
Permitted Stock Dispositions.

     C. The parties now hereby desire to so amend the Credit Agreement and waive
any such Default or Event of Default, all as is more fully described
hereinbelow, which shall control over any conflicting or inconsistence recitals
above.

AGREEMENTS:

     NOW, THEREFORE, in consideration of the premises and the mutual agreements,
representations and warranties herein set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties hereto do hereby agree as follows:

     1.  DEFINITIONS  DELETED.  Section  1.1 of the Credit  Agreement  is hereby
amended by deleting  therefrom  the  definitions  of "Horton" and "Horton  Loan"
where they appear therein.

     2. DEFINITIONS ADDED. Section 1.1 of the Credit Agreement is hereby amended
by  adding  thereto  between  the  definitions  of  IAM  Acquisition   Loan  and
"Incidental  Liens" where those  definitions  appear therein,  the following new
definition:

     "IAM RESTRUCTURE shall mean a restructure of IAM's debt and capital
structure involving, among other things, the simultaneous substitution of the
Indebtedness owed to The Law Companies in the principal amount of $2,000,000
with preferred stock of IAM issued to The Law Companies and the Indebtedness
owed to the Company under the IAM Acquisition Loan with preferred stock of IAM
issued to the Company."

     3. PERMITTED INDEBTEDNESS. Section 6.1(o) of the Credit Agreement is hereby
amended in its entirety to be and read as follows:

     "(o) in addition to and cumulative of Indebtedness described elsewhere in
this Section 6.1, notes of the Company payable to sellers of businesses or
assets which the Company is permitted to acquire under the terms hereof, with
maturities of one year or less, so long as the aggregate of such notes does not
exceed at any time $4,000,000;"

     In addition, the parties hereto agree, confirm and acknowledge that at the
time of execution of the Credit Agreement and at all times since such execution,
it has been their intent that the dollar amount applicable to SECTION 6.1(r) of
the Credit Agreement be $2,000,000, notwithstanding the fact that the amount
which appears therein is $4,000,000. The parties hereto now agree that as of the
effective date hereof, Section 6.1(r) is amended in its entirety to be and read
as follows:

     "(r) in addition to and cumulative of Indebtedness described elsewhere in
this SECTION 6.1, guaranties, endorsements and other contingent liabilities of
the Company not to exceed at any time $6,000,000 in the aggregate."

     4. LOANS TO  NON-SUBSIDIARIES.  Section  6.7(g) of the Credit  Agreement is
hereby amended in its entirety to be and read as follows:

     "(g) so long as no Event of Default has occurred and is continuing, loans
to any Person which is not a Subsidiary of the Company or of any of the
Company's Subsidiaries, provided, that the aggregate of all of such loans does
not exceed at any time $3,000,000 on a consolidated basis;"

     5.  DISPOSITION  RELATED LOANS.  Section 6.7(j) of the Credit  Agreement is
hereby amended in its entirety to be and read as follows:

     "(j) in addition to and cumulative of the loans referred to in SECTION
6.7(g) hereof, loans to purchasers to finance Permitted Asset Dispositions and
Permitted Stock Dispositions, PROVIDED, that the aggregate of all such loans
does not exceed at any time $10,000,000;"

                                      -2-

     6. IAM RELATED  TRANSACTIONS.  SECTION  6.7(k) of the Credit  Agreement  is
hereby amended in its entirety to be and read as follows:

     "(k) in addition to and  cumulative  of the loans  referenced in SUBSECTION
     6.7(g) above and any other loans to Persons which are not  Subsidiaries  of
     the  Company  or any  of the  Company's  Subsidiaries  expressly  permitted
     elsewhere in this SECTION 6.7, the IAM Acquisition  Loan until such time as
     the IAM Restructure  has been completed,  and upon and after the completion
     of the IAM  Restructure,  Stock of IAM issued to the Company in  connection
     with the IAM Restructure; and"

     7. WAIVER. The Banks hereby waive any Default or Event of Default which may
have occurred as a result of the acceptance by the Company of (a) a promissory
note in the original principal sum of $3,125,234, payable to the order of the
Company, dated as of December 22, 1992, executed by Hoover Sales and Services,
Inc. as consideration, among other consideration, in connection with a Permitted
Asset Disposition or a Permitted Stock Disposition, and (b) a promissory note in
the original principal sum of $790,240, payable to the order of the Company,
dated as of June 11, 1993, executed by Cummings Enterprises, Inc., as
consideration, among other consideration, in connection with a Permitted Asset
Disposition or a Permitted Stock Disposition.

     8.  CONDITIONS.  No part of this Amendment shall become effective until the
Company shall have delivered (or shall have caused to be delivered) to the Banks
each of the following, in Proper Form:

          (a)  certificates  dated as of the date hereof of the Secretary or any
               Assistant  Secretary of the Company and each of the Guarantors as
               of the date hereof,  and such other  documents and information as
               the Banks may request;

          (b)  the written consent of all of the Guarantors to the execution and
               delivery of this Amendment and such other related  matters as the
               Banks may reasonably require;

          (c)  a Notice of Entire  Agreement,  DTPA Waiver and Release of Claims
               executed by the Company and each of the Guarantors as of the date
               hereof; and

          (d)  Each Bank's respective  amendment fee as provided in Section 2.16
               of the Credit Agreement.

     9. REPRESENTATIONS TRUE; No Default. The Company represents and warrants
that the representations and warranties contained in Section 4 of the Credit
Agreement and in the other Loan Documents are true and correct in all material
respects on and as of the date hereof as though made on and as of such date. The
Company hereby certifies that no Default or Event of Default under the Credit
Agreement or any of the other Loan Documents has occurred and is continuing as
of the date hereof.

                                      -3-

     10. RATIFICATION. Except as expressly amended hereby, the Credit Agreement
and the other Loan Documents shall remain in full force and effect. In the event
of any conflict between this Amendment and the Credit Agreement or any of the
other Loan Documents (or any earlier modification of any of them), this
Amendment shall control. The Credit Agreement, as hereby amended, and all rights
and powers created thereby or thereunder and under the other Loan Docu ments are
in all respects ratified and confirmed and remain in full force and effect.

     11. DEFINITIONS and References.  Terms used herein which are defined in the
Credit  Agreement or in the other Loan Documents shall have the meanings therein
ascribed to them. The term "Credit  Agreement" as used in the Credit  Agreement,
the other Loan Documents or any other instrument,  document or writing furnished
to the Agent or any of the Banks by the Company shall mean the Credit  Agreement
as hereby amended.

     12. MISCELLANEOUS. This Amendment (a) shall be binding upon and inure to
the benefit of the Company, the Banks and the Agent and their respective
successors, assigns, receivers and trustees (provided, however, that the Company
shall not assign its rights hereunder without the prior written consent of the
Agent); (b) may be modified or amended only by a writing signed by each party;
(c) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF TEXAS AND THE UNITED STATES OF AMERICA; (d) may be executed in several
counterparts, and by the parties hereto on separate counterparts, and each
counterpart, when so executed and delivered, shall constitute an original
agreement, and all such separate counterparts shall constitute but one and the
same agreement; and (e) together with the other Loan Documents, embodies the
entire agreement and understanding between the parties with respect to the
subject matter hereof and supersedes all prior agreements, consents and
understandings relating to such subject matter. The headings herein shall be
accorded no significance in interpreting this Amendment.


                                      -4-

     IN WITNESS WHEREOF, the Company, the Banks and the Agent have caused this
Amendment to be signed by their respective duly authorized officers, effective
as of the date which first appears hereinabove.

                                                         ALLWASTE, INC.,
                                                         a Delaware corporation


 
                                                       By:_____________________
                                                            R. L. Nelson, Jr.
                                                            President

ATTEST:

_________________
Douglas M. Cerny,
Secretary
   
                                       -5-

                                             TEXAS COMMERCE BANK NATIONAL
                                             ASSOCIATION, a national banking
                                             association, as a Bank and as Agent


                                             By:_______________________________
                                                Richard L. Esdorn, III,
                                                Senior Vice President



                                      -6-

                                             NATIONSBANK OF TEXAS, N.A.,
                                             a national banking association


                                             By:_______________________________
                                                Frank T. Hundley,
                                                 Vice President





                                       -7-
   

                                             CITIBANK, N.A., a national
                                             banking association

                                             By:   ____________________________

                                             Name: ____________________________

                                             Title:____________________________



                                      -8-

                                             FIRST INTERSTATE BANK OF TEXAS,
                                             N.A, a national banking association


                                             By:_______________________________
                                                Carol D. Birkofer,
                                                Corporate Banking Officer

                                      -9-

    



                                             THE BANK OF NOVA SCOTIA,


               
                                             By:   ____________________________

                                             Name: ____________________________

                                             Title:____________________________


                                      -10-

                                             COMERICA BANK - TEXAS,
                                             a Texas banking association


                                             By:_______________________________
                                                Mitchell Schulman,
                                                Vice President

              


                                      -11-

                                             LTCB TRUST COMPANY, a New York
                                             Trust Company

                                             By:   ____________________________

                                             Name: ____________________________

                                             Title:____________________________

                                      -12-
