
                                  Exhibit 10.8


     AGREEMENT AND SECOND AMENDMENT TO CREDIT AGREEMENT
     (March 20, 1994)


     THIS AGREEMENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
is made and entered into as of March 20, 1994 by and among ALLWASTE, INC. (the
"Company"), a Delaware corporation, EACH OF THE FINANCIAL INSTITUTIONS 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, the Agent and the Banks now desire to amend the Credit
Agreement in certain respects to, among other things, (1) delete the definition
of Calculation Date contained in Section 1.1 of the Agreement, (2) amend the
definitions of Applicable Margin, Cash Flow, EBITDA, Letter of Credit Fee
Payment Date and Rolling Four Quarters, which are each contained in Section 1.1
of the Credit Agreement, (3) agree as to what the Applicable Margin and
Applicable Letter of Credit Percentage has been and shall be prior to March 20,
1994, (4) delete the requirement that the Company deliver Quarterly Unaudited
Financial Statements for the last fiscal quarter of each fiscal year of the
Company as provided in Section 5.2(b) of the Credit Agreement, and (5) make
certain other changes to the Credit Agreement, all as is more fully described
hereinbelow, which shall control over any conflicting or inconsistent 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.  CALCULATION  DATE  DEFINITION  DELETED.  The definition of "Calculation
Date"  contained  in Section 1.1 of the Credit  Agreement  is hereby  amended by
deleting therefrom the definition for Calculation Date.

     2.  APPLICABLE  MARGIN  DEFINITION  AMENDED.  The definition of "Applicable
Margin"  contained in Section 1.1 of the Credit  Agreement is hereby  amended in
its entirety to be and read as follows:

          "APPLICABLE MARGIN shall mean with respect to any Loan:
    
          (a)  on any day  occurring  prior to March 20, 1994,  one percent (1%)
               per annum for  Eurodollar  Rate  Borrowings,  1.125%  for CD Rate
               Borrowings and zero for Alternate Base Rate Loans; and

          (b)  beginning  with March 20, 1994,  on any day occurring on or after
               (1)  March 20 but  prior to June 20,  the  applicable  per  annum
               percentage  corresponding  to the Funded  Indebtedness  to EBITDA
               Ratio determined as of the immediately preceding November 30, (2)
               June 20 but  prior to  September  20,  the  applicable  per annum
               percentage  corresponding  to the Funded  Indebtedness  to EBITDA
               Ratio determined as of the immediately preceding February 28, (3)
               September 20 but prior to December 20, the  applicable  per annum
               percentage  corresponding  to the Funded  Indebtedness  to EBITDA
               Ratio  determined as of the immediately  preceding May 31, or (4)
               December  20 but  prior to March  20,  the  applicable  per annum
               percentage  corresponding  to the Funded  Indebtedness  to EBITDA
               Ratio  determined as of the immediately  preceding  August 31, as
               provided below:

               (i)  from the date hereof to, but not including,  the Termination
                    Date:




                                                                     Per Annum
                                     Per Annum        Per Annum      Percentage
                                      Percentage      Percentage   for Alternate
Funded Indebtedness                for Eurodollar     for CD Rate    Base Rate
to EBITDA Ratio                    Rate Borrowings     Borrowings    Borrowings
- ---------------                    ---------------     ----------    ----------
150% or less                            0.750%          0.875%            0.000%
Greater than 150% but less than 200%    0.875%          1.000%            0.000%
200% or greater but less than 250%      1.000%          1.125%            0.000%
250% or greater                         1.250%          1.375%            0.250%

          (ii) on the Termination Date and at all times thereafter:

150% or less                            1.000%          1.125%            0.000%
Greater than 150% but less than 200%    1.125%          1.250%            0.125%
200% or greater but less than 250%      1.250%          1.375%            0.250%
250% or greater                         1.500%          1.625%            0.500%


     3. CASH FLOW DEFINITION AMENDED. The definition of "Cash Flow" contained in
Section 1.1 of the Credit  Agreement is hereby amended in its entirety to be and
read as follows:

          "CASH FLOW shall mean, as to a particular Person and for any period
for which Cash Flow is calculated, Net Income of such Person for such period
before taxes (calculated after excluding any gain or loss attributable to
Discontinued Operations as of such day), plus (a) depreciation, depletion,
obsolescence and amortization of Property of such Person determined in
accordance with Generally Accepted Accounting Principles (calculated after
excluding any depreciation, depletion, obsolescence and amortization applicable
to Discontinued Operations as of such day) for such period, (b) interest expense
of such Person for such period, all determined in accordance with Generally
Accepted Accounting Principles (calculated after excluding any interest expense
paid in connection with Discontinued Operations as of such day), and (c) if Cash
Flow is being calculated for a Rolling Four Quarters ending on or before August
31, 1994, reserves taken by the Company and its Subsidiaries during the fiscal
quarter of the Company ending November 30, 1993, less cash taxes paid by such
Person during such period (calculated after excluding any cash taxes paid in
connection with Discontinued Operations as of such day). Cash Flow shall be
determined on a consolidated basis."

     4. EBITDA  DEFINITION  AMENDED.  The  definition  of "EBITDA"  contained in
Section 1.1 of the Credit  Agreement is hereby amended in its entirety to be and
read as follows:

          "EBITDA shall mean, as to a particular Person and for any period for
which EBITDA is calculated, Cash Flow of such Person for said period plus cash
taxes paid by such Person during such period (calculated after excluding any
cash taxes paid in connection with Discontinued Operations as of such day)."

     5. Letter of Credit Fee Payment Date Definition Amended.  The definition of
"Letter of Credit  Fee  Payment  Date"  contained  in Section  1.1 of the Credit
Agreement is hereby amended in its entirety to be and read as follows:

          "LETTER OF CREDIT FEE PAYMENT DATE shall mean, with respect to any
Letter of Credit, the date of issuance thereof and the last day of each March,
June, September and December which occurs after the date of issuance but prior
to the expiry date of said Letter of Credit."

     6. ROLLING FOUR QUARTERS  DEFINITION  AMENDED.  The  definition of "Rolling
Four  Quarters"  contained  in  Section  1.1 of the Credit  Agreement  is hereby
amended in its entirety to be and read as follows:

     "ROLLING  FOUR  QUARTERS  shall mean, as of any day, the then most recently
ended four (4) consecutive  fiscal quarters of the Company for which, as of such
day, financial  statements are required to have been given to the Banks pursuant
to this Agreement."

     7. TYPOGRAPHICAL ERROR CORRECTED.  The last sentence in Section 5.15 of the
Credit  Agreement is hereby  amended in its entirety to correct a  typographical
error therein to be and read as follows:

     "The Company will, and will cause its Subsidiaries to, provide any such
consultant with access to all of its records and personnel and will cooperate
with any reasonable request for information regarding the operations and
Properties of the Company or any of its Subsidiaries in connection with such due
diligence."

     8. ACKNOWLEDGMENT OF RATIO; Waiver. Each of the parties hereto acknowledges
and confirms its consent and agreement that (a) the Applicable Margin for
Eurodollar Rate Borrowings has been and shall be at all times from the date of
the Credit Agreement to but not including March 20, 1994, one percent (1%) per
annum, (b) the Applicable Margin for CD Borrowings has been and shall be at all
times from the date of the Credit Agreement to but not including March 20, 1994,
1.125% per annum, (c) the Applicable Margin for Alternate Base Rate Borrowings
has been and shall be at all times from the date of the Credit Agreement to but
not including March 20, 1994, zero, and (d) the Applicable Letter of Credit Fee
Percentage has been and shall be at all times from the date of the Credit
Agreement to but not including March 20, 1994, one percent (1%) per annum. In
addition, the Banks hereby waive any Default or Event of Default which may have
occurred under the Credit Agreement or any of the other Credit Documents solely
as a result of the failure of the Company to deliver a statement as to the
recalculation of the Applicable Margin with the Officer's Certificate dated
January 19, 1994 covering the Company's fiscal quarter ending November 30, 1993.

     9. QUARTERLY UNAUDITED FINANCIAL  STATEMENTS.  Section 5.2(b) of the Credit
Agreement is hereby amended in its entirety to be and read as follows:

     "(b) as soon as available and in any event within fifty (50) days after the
end of each quarter (other than the fourth quarter) of each fiscal year of the
Company, Quarterly Unaudited Financial Statements of the Company and its
Subsidiaries, prepared on a consolidated basis;"

     10. 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; and

          (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.

     11.  AMENDMENT  FEE WAIVED.  Each of the Banks hereby waives the payment of
the amendment fee contemplated in Section 2.16 of the Credit Agreement,  as such
amendment fee pertains to this Amendment, only.

     12. 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.

     13. 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.

     14. 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.

     15. 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.

       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-
