
                                  Exhibit 10.11

                AGREEMENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT
                                (August 31, 1995)


         THIS AGREEMENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT (this
"AMENDMENT") is made and entered into as of August 31, 1995 by and among
ALLWASTE, INC. (the "COMPANY"), a Delaware corporation, EACH OF THE FINANCIAL
INSTITUTIONS SIGNATORY HERETO (individually, a "BANK" and collectively, the
"BANKS"), 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"), and NATIONSBANK OF TEXAS, N.A., a
national banking association, as co-agent under the Credit Agreement (as defined
hereinafter) (in such capacity, the "CO-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, the Co-Agent and the Banks now desire to
amend the Credit Agreement in certain respects as provided hereinbelow.

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. COMMITMENTS; ISSUANCE OF NEW NOTES. The Commitment of each Bank is
hereby amended to be the amount set forth opposite such Bank's name on the
signature pages hereof under the caption "Commitment," subject to any reduction
in such Commitment pursuant to Section 2.2 of the Credit Agreement. The Company
agrees that simultaneously with its execution and delivery of this Amendment, it
will issue new Notes to each of the Banks in the face amount of each such Bank's
new Commitment.

         2. PARTICIPATIONS IN LETTERS OF CREDIT. As of the date hereof, TCB is
deemed, without further action by any Bank, to have purchased from each of the
Banks other than TCB, and such other Banks are deemed, without further action by
any Bank, to have sold to TCB all participations which each of such other Banks
may have in any Participation Letter of Credit which are outstanding as of the
date of this Amendment and all related Letter of Credit Exposure Amount
outstanding on the date hereof under the terms of the Credit Agreement, and TCB
is deemed, without further action by any Bank, to have sold immediately
thereafter to each Bank other than TCB, and each such other Bank is deemed,
without further action by any Bank, to have purchased from TCB, a participation
to the extent of each such other Bank's Commitment Percentage in all of such
Participation Letters of Credit and all of such Letter of Credit Exposure Amount
on the date of this Amendment.

         3. APPLICABLE MARGIN 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)      beginning with June 20, 1995, on any day occurring on or after
                  (1) June 20 of any calendar year but prior to September 20 of
                  such calendar year, the applicable per annum percentage
                  corresponding to the Funded Indebtedness to EBITDA Ratio
                  determined as of the immediately preceding February 28, (2)
                  September 20 of any calendar year but prior to December 20 of
                  such calendar year, the applicable per annum percentage
                  corresponding to the Funded Indebtedness to EBITDA Ratio
                  determined as of the immediately preceding May 31, (3)
                  December 20 of any calendar year but prior to March 20 of the
                  immediately succeeding calendar year, the applicable per annum
                  percentage corresponding to the Funded Indebtedness to EBITDA
                  Ratio determined as of the immediately preceding August 31, or
                  (4) March 20 of any calendar year but prior to June 20 of such
                  calendar year, the applicable per annum percentage
                  corresponding to the Funded Indebtedness to EBITDA Ratio
                  determined as of the immediately preceding November 30, 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 but less than 300%         1.250%       1.375%           0.250%
300% or greater                            1.500%       1.625%           0.500%


          (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 but less than 300%         1.500%       1.625%           0.500%
300% or greater                            1.750%       1.875%           0.750%"

                                      -2-

         4. ARI; DEFINITION ADDED. Section 1.1 of the Credit Agreement is hereby
amended by adding thereto a definition for "ARI," which shall be and read as
follows:

         "ARI shall mean Allwaste Recycling, Inc., a Delaware corporation."

         5. ARI GUARANTY; DEFINITION ADDED. Section 1.1 of the Credit Agreement
is hereby amended by adding thereto a definition for "ARI Guaranty," which shall
be and read as follows:

         "ARI GUARANTY shall mean a guaranty in favor of NationsBank of Texas,
N.A., executed by the Company in connection with the ARI Stock Sale,
guaranteeing a loan in a amount of approximately $1,500,000 from NationsBank of
Texas, N.A., to the ARI Management Business Entity in connection with the ARI
Stock Sale."

         6. ARI LOANS AND INVESTMENTS; DEFINITION ADDED. Section 1.1 of the
Credit Agreement is hereby amended by adding thereto a definition for "ARI Loans
and Investments," which shall be and read as follows:

         "ARI LOANS AND INVESTMENTS shall mean any and all non-cash
consideration received by the Company in connection with the ARI Stock Sale."

         7. ARI MANAGEMENT BUSINESS ENTITY; DEFINITION ADDED. Section 1.1 of the
Credit Agreement is hereby amended by adding thereto a definition for "ARI
Management Business Entity," which shall be and read as follows:

         "ARI MANAGEMENT BUSINESS ENTITY shall mean the Business Entity owned,
directly or indirectly, by certain members of the management group of ARI, such
Business Entity is acquiring Stock of ARI in connection with the ARI Sale."

         8. ARI SALE DEFINITION ADDED. Section 1.1 of the Credit Agreement is
hereby amended by adding thereto a definition for "ARI Sale," which shall be and
read as follows:

         "ARI SALE shall mean a sale, directly or indirectly, to Equus II
Incorporated and the ARI Management Business Entity by the Company of the Stock
of ARI."

         9. CERTAIN DEFINITIONS DELETED. Section 1.1 of the Credit Agreement is
hereby amended by deleting therefrom the definitions of "Adjusted Net Income",
"Cash Flow Ratio", "Current Maturities" and "Revolving Portion."

         10. 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, (a) the sum of (1) 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 (2) 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, PLUS (3) 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), PLUS (4) if the Cash Flow of the Company and its Subsidiaries is being
calculated for any Rolling Four Quarters which includes the Company's last
fiscal quarter of its 1995 fiscal year and/or the first fiscal quarter of its
1996 fiscal year, the amount (not to exceed in the aggregate during both such
fiscal quarters $17,500,000) of any discretionary charges and/or reserves
against income taken by the Company and its Subsidiaries during such fiscal
quarters, LESS (b) 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."

         11. EXTENSION REQUEST PERIODS AMENDED. The definition of "Extension
Request Periods" contained in Section 1.1 of the Credit Agreement is hereby
amended in its entirety to be and read as follows:

         "EXTENSION REQUEST PERIODS shall mean (a) the period from and including
November 30, 1996 through and including December 15, 1996 and (b) the period
from and including November 30, 1997 through and including December 15, 1997."

         12. FIXED CHARGE COVERAGE RATIO DEFINITION ADDED. Section 1.1 of the
Credit Agreement is hereby amended by adding thereto a definition for "Fixed
Charge Coverage Ratio" which shall be and read as follows:

         "FIXED CHARGE COVERAGE RATIO shall mean, as of any day that the Fixed
Charge Coverage Ratio is calculated, the ratio of (a) Cash Flow for the Rolling
Four Quarters as of such day PLUS Operating Lease Expense during such Rolling
Four Quarters TO (b) the sum of (i) required amortization on Funded Indebtedness
during such Rolling Four Quarters, (ii) interest expense on all borrowed
Indebtedness during such Rolling Four Quarters (calculated after excluding any
interest expense paid in connection with Discontinued Operations), (iii) sixty
percent (60%) of expenditures for fixed or capital assets made during such
Rolling Four Quarters, (iv) cash preferred dividends paid during such Rolling
Four Quarters, and (v) Operating Lease Expense during such Rolling Four
Quarters, all determined on a consolidated basis."

         13. MATURITY DATE EXTENDED. The definition of "Maturity Date" contained
in Section 1.1 of the Credit Agreement is hereby amended in its entirety to be
and read as follows:

         "MATURITY DATE shall mean the earlier of (a) January 31, 2003 (as said
date may be extended pursuant to the Extension Approval) and (b) the date
specified by the Agent pursuant to SECTION 7.1 hereof."

         14. NET WORTH FLOOR ADJUSTMENT AMENDED. The definition of "Net Worth
Floor Adjustment" is hereby amended in its entirety to be and read as follows:

                  "NET WORTH FLOOR ADJUSTMENT shall mean an amount equal to, on
         any day, THE SUM OF (a) fifty percent (50%) of the aggregate of Net
         Income during each of the fiscal years of the Company from and
         including the fiscal year ending August 31, 1996 through and including
         the fiscal year ending on or immediately prior to the fiscal year in
         which such day occurs PLUS (b) the aggregate of all equity added to the
         consolidated balance sheet of the Company and its Subsidiaries
         (including all equity resulting from Persons by converting Indebtedness
         of the Company owed to such Persons into Stock), from August 31, 1995
         through and including such day, in accordance with Generally Accepted
         Accounting Principles; PROVIDED, that in determining the amount of
         equity so added neither the purchase nor any subsequent reissuance of
         any treasury stock shall be included PLUS (c) the amount of any after
         tax gain (determined in accordance with Generally Accepted Accounting
         Principles) resulting from the ARI Sale, which such gain occurs during
         the first fiscal quarter of the Company's 1996 fiscal year."

         15. OPERATING LEASE EXPENSE DEFINITION ADDED. Section 1.1 of the Credit
Agreement is hereby amended by adding thereto a definition for "Operating Lease
Expense" which shall be and read as follows:

         "OPERATING LEASE EXPENSE shall mean, as to any Person and for any
period, payments under operating leases with an original term of 12 months or
longer related to revenue producing Equipment (but including all vehicles) by
such Person during such period."

         16. RESOURCE RECOVERY LETTER OF CREDIT DEFINITION ADDED. Section 1.1 of
the Credit Agreement is hereby amended by adding thereto a definition for
"Resource Recovery Letter of Credit" which shall be and read as follows:
"RESOURCE RECOVERY LETTER OF CREDIT shall mean that certain Letter of Credit
(L.C. No. I454627) dated as of August 10, 1995 in the face amount of
$4,215,833.33 issued or to be issued for the benefit of Bank One, Arizona, NA,
as trustee for the holders of the issued $4,000,000 Industrial Development
Revenue Bonds (Resource Recovery Techniques of Arizona, Inc. Project), Series
1995, for the account of the Company and on behalf of Resource Recovery
Techniques of Arizona, Inc., an Arizona corporation."

         17. TERMINATION DATE EXTENDED. The definition of "Termination Date"
contained in Section 1.1 of the Credit Agreement is hereby amended in its
entirety to be and read as follows:

         "TERMINATION DATE shall mean the earlier of (a) January 31, 1999 (as
said date may be extended pursuant to an Extension Approval), (b) the date the
Company terminates the Commitment pursuant to SECTION 2.2 hereof and (c) the
date specified by the Agent pursuant to SECTION 7.1 hereof."

         18. COMMITMENT FEE REDUCED. The first sentence of Section 2.2 of the
Credit Agreement is hereby amended by deleting the phrase "three-eighths of one
percent (3/8%)" where it appears therein and substituting therefor the phrase
"one-fourth of one percent (1/4%)."

         19. FRONTING FEE REDUCED. The last sentence of the first paragraph of
Section 2.4(b) of the Credit Agreement is hereby amended by deleting therefrom
the phrase "one-eighth of one percent (1/8%)" and substituting therefor the
phrase "one-tenth of one percent (1/10%)."

         20. AMENDMENT FEE PROVISIONS AMENDED. Section 2.16 of the Credit
Agreement is hereby amended by deleting therefrom the amount "$3,000" where it
appears therein and substituting therefor the amount "$1,000." In addition,
Section 2.16 of the Credit Agreement is hereby amended by deleting therefrom the
phrase "(including a waiver of any violation of capital expenditure limits
imposed from time to time pursuant to SECTION 6.14 hereof)" wherever it appears
therein. Notwithstanding the foregoing, with respect to this Amendment, only,
the amendment fee to be paid by the Company to each Bank which was a party to
the Credit Agreement prior to the date of this Amendment shall each be paid by
the Company simultaneously with the execution and delivery of this Amendment, an
amendment fee of $10,000. No Bank becoming a party to the Credit Agreement on
the date hereof shall be entitled to any amendment fee to be paid in connection
with this Amendment.

         21. FINANCIAL TESTS AMENDED. Section 5.3 of the Credit Agreement is
hereby amended in its entirety to be and read as follows:

                           "5.3 FINANCIAL TESTS . (a) Have at all times a QUICK
                  RATIO of not less than 1.00 to 1.00; (b) have at all times a
                  NET WORTH equal to (1) the Net Worth of the Company and its
                  Subsidiaries on a consolidated basis as reflected on the
                  Company's 1995 Annual Audited Financial Statements LESS (2)
                  $10,000,000 LESS (3) the amount of any discretionary charges
                  and/or reserves against income taken by the Company and its
                  Subsidiaries during the first fiscal quarter of its 1996
                  fiscal year, such amount not to exceed $17,500,000 less the
                  amount of any discretionary charges and/or reserves against
                  income taken by the Company and its Subsidiaries during the
                  fourth fiscal quarter of its 1995 fiscal year PLUS (4) the Net
                  Worth Floor Adjustment; (c) have at all times a FIXED CHARGE
                  COVERAGE RATIO of not less than 1.10 to 1.00; (d) have at all
                  times a FUNDED INDEBTEDNESS TO EBITDA RATIO of not more than
                  3.25 to 1.00, and (e) have an INTEREST COVERAGE RATIO at all
                  times not less than 4.50 to 1.00."

         22. PERMITTED INDEBTEDNESS PROVISIONS AMENDED. Section 6.1 of the
Credit Agreement is hereby amended in its entirety to be and read as follows:

                  "6.1 INDEBTEDNESS. Create, incur, suffer or permit to exist,
         or assume or guarantee, directly or indirectly, or become or remain
         liable with respect to any Indebtedness, whether direct, indirect,
         absolute, contingent or otherwise, EXCEPT the following:

                  "(a) Indebtedness to the Banks and the Agent pursuant hereto;

                  "(b) in addition to and cumulative of any other Indebtedness
         permitted in this SECTION 6, in the case of the Company, ONLY,
         Unsecured Borrowed Debt (subject to the limitations set forth in
         SECTION 6.1 [L] below);

                  "(c) Indebtedness secured by Liens permitted by SECTION 6.2
         hereof;

                  "(d) in addition to and cumulative of any other Indebtedness
         of the Company's Subsidiaries permitted in this SECTION 6, Indebtedness
         of the Company's Subsidiaries (including guaranties, endorsements,
         letters of credit for the benefit of third parties and other contingent
         liabilities) not in excess at any time of ten percent (10%) of the Net
         Worth of the Company and its Subsidiaries on a consolidated basis as of
         such time;

                  "(e) current accounts payable and unsecured liabilities, not
         the result of borrowings, to vendors, suppliers and persons providing
         services, for expenditures on ordinary trade terms for goods and
         services normally required by the Company or any of its Subsidiaries in
         the ordinary course of its business;

                  "(f) agreements of intent to acquire a Person issued by the
         Company or any of its Subsidiaries in anticipation of acquiring such
         Person if such acquisition is permitted under the terms and conditions
         of this Amendment;

                  "(g) the Indebtedness of any Subsidiary of the Company to the
         Company or any of the Company's other Subsidiaries or the Company to
         any of its Subsidiaries, in each case, as permitted in SECTION 6.7(G)
         of this Amendment; PROVIDED, that, upon the occurrence of a Default and
         so long as the same shall be continuing, none of such Indebtedness owed
         by the Company or any other Subsidiary which is also a Guarantor to a
         Non-Guaranteeing Subsidiary as of such time may be repaid and no new
         extensions of credit shall be made by any Guarantor to the Company or a
         Non-Guaranteeing Subsidiary as of such time, unless such Indebtedness
         was incurred in the normal course of the borrowing Person's business;

                  "(h) guarantees by the Company or any of its Subsidiaries of
         the Indebtedness of any of their respective Subsidiaries permitted to
         be incurred, created or existing pursuant to this SECTION 6.1,
         PROVIDED, that such guarantees are not directly secured by any Liens;

                  "(i) the Subordinated Indebtedness;

                  "(j) current and deferred taxes;

                  "(k) contingent liabilities under surety bonds;

                  "(l) Alternative Facilities Advances, PROVIDED, that the
         Alternative Facilities Advances do not exceed at any time the Aggregate
         Unused Commitment as of such time;

                  "(m) in addition to and cumulative of Indebtedness described
         elsewhere in this SECTION 6.1, accrued liabilities related to insurance
         plans of the Company or any of its Subsidiaries not the result of
         borrowings;

                  "(n) in addition to and cumulative of Indebtedness described
         elsewhere in this SECTION 6.1, Rate Hedging Obligations arising under
         Rate Hedging Agreements which have been approved in advance in writing
         by the Majority Banks in their sole and absolute discretion, PROVIDED
         that the Rate Hedging Agreements which give rise to such Rate Hedging
         Obligations are entered into solely for the hedging of the Company's
         ongoing business operations, and

                  "(o) in addition to and cumulative of Indebtedness described
         elsewhere in this SECTION 6.1, other Indebtedness (including
         guaranties, endorsements, the Resource Recovery Letter of Credit, other
         letters of credit for the benefit of third parties and other contingent
         liabilities) of the Company not to exceed at any time ten percent (10%)
         of the Net Worth of the Company and its Subsidiaries determined on a
         consolidated basis as of such time.

                  "(r) in addition to and cumulative of Indebtedness described
         elsewhere in this SECTION 6.1, Indebtedness of the Company arising in
         connection with the ARI Guaranty."

         "The Company, the Agent, the Co-Agent, the Banks and each Guarantor (by
         its execution of a Guaranty or a Joinder Agreement) agree that,
         notwithstanding anything contained in this SECTION 6.1, in SECTION
         6.7(G) or in any other provision contained in this Amendment which may
         appear to be to the contrary, any and all Indebtedness of (i) the
         Company or any of its Subsidiaries from time to time owed to any other
         Subsidiary of the Company or of (ii) any Subsidiary of the Company from
         time to time owed to the Company (together with any and all Liens from
         time to time securing the same as permitted by SECTION 6.7[G] hereof)
         is hereby made and at all times hereafter shall be inferior and
         subordinate in all respects to the Indebtedness from time to time owing
         to the Agent, the Co-Agent or any Bank pursuant hereto and to any Lien
         from time to time hereafter securing any of such Indebtedness pursuant
         to the terms hereof."

         23. RESTRICTIONS ON ACQUISITIONS AMENDED. Section 6.4(f) of the Credit
Agreement is hereby amended by deleting therefrom the amount "$20,000,000" where
it appears therein and substituting therefor the amount "$30,000,000." In
addition, Section 6.4(z) is hereby amended by deleting therefrom the phrase "six
percent (6%)" where it appears therein and substituting therefor the phrase
"eight percent (8%)."

         24. PERMITTED LOANS AND INVESTMENTS AMENDED. Section 6.7 of the Credit
Agreement is hereby amended in its entirety to be and read as follows:

         "6.7 LOANS AND INVESTMENTS. Make, directly or indirectly, any loan or
         advance to or have any Investment in any Person, or make any commitment
         to make such loan, advance or Investment, except:

                  "(a) Stock of any Subsidiary;

                  "(b) Permitted Investment Securities;

                  "(c) Stock received in the settlement of debts (created in the
         ordinary course of business);

                  "(d)  travel  advances in the  ordinary  course of business to
         officers and employees;

                  "(e)  the ARI Loans and Investments;

                  "(f) customer obligations and receivables owing to the Company
         and arising out of sales or leases made or the rendering of services by
         the Company in the ordinary course of business;

                  "(g) so long as no Default shall have occurred and is then
         continuing, and subject to the terms of SECTION 6.2 hereof, loans by
         the Company or any of its Subsidiaries to any of their respective
         Subsidiaries;

                  "(h) 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 ten percent
         (10%) of the Net Worth of the Company and its Subsidiaries on a
         consolidated basis as of such time.

                  "(i) so long as no Event of Default has occurred and is
         continuing, Investments in 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 Investments does not exceed at any time ten
         percent (10%) of the Net Worth of the Company and its Subsidiaries on a
         consolidated basis as of such time.

                  "(j) so long as no Event of Default has occurred and is
         continuing, issued and outstanding Stock of the Company and
         Subordinated Indebtedness, provided, that the aggregate thereof does
         not exceed $10,000,000 on a consolidated basis during the period from
         and including August 31, 1995, and ending on the termination of this
         Agreement."

         25. CROSS-REFERENCES AMENDED. The reference to Section 6.7(h) and (j)
contained in Section 5.9 of the Credit Agreement is hereby amended to be and
refer to Section 6.7(j) of the Credit Agreement. The reference to Section 6.7(i)
contained in Section 6.12(a) of the Credit Agreement is hereby amended to be and
refer to Section 6.7(j) of the Credit Agreement.

         26. CAPITAL EXPENDITURES RESTRICTIONS DELETED. The Credit Agreement is
hereby amended by deleting therefrom all of Section 6.14 thereof and renumbering
Section "6.15" of the Credit Agreement as Section "6.14."

         27. NON-GUARANTEEING SUBSIDIARY REPRESENTATIONS. The Company hereby
warrants and represents to the Agent, the Co-Agent and the Banks that all of the
Company's Subsidiaries which are Foreign Subsidiaries or Partially Owned
Subsidiaries as of the date of this Amendment which have not executed either a
Guaranty or a Joinder Agreement are identified as such on SCHEDULE I attached
hereto. The aggregate of the Net Income before taxes for the Rolling Four
Quarters as of the date hereof of all of the Non-Guaranteeing Subsidiaries does
not exceed as of the date hereof twenty percent (20%) of the Net Income before
taxes of the Company and its Subsidiaries on a consolidated basis for such
Rolling Four Quarters, nor does the aggregate of the Net Book Value of the
assets of such Subsidiaries exceed twenty percent (20%) of the Net Book Value of
the assets of the Company and its Subsidiaries on a consolidated basis as of the
date hereof. All of the Dormant Subsidiaries are designated as such on SCHEDULE
I attached hereto.

         28. DELIVERY OF CERTIFICATES OF EXISTENCE, GOOD STANDING, ETC. With
respect to each Guarantor, the Company hereby agrees to deliver to the Agent,
within thirty (30) days after the date hereof, certificates from the appropriate
public officials of each of the states where such Guarantor is incorporated and
conducts its business as to the continued existence, good standing and authority
to do business in those states.

         29. EXHIBITS AMENDED. The Credit Agreement is hereby amended by
deleting therefrom Exhibit B and substituting therefor a new Exhibit B, in the
form of EXHIBIT A hereto.

         30. TREASURER AND SENIOR VICE-PRESIDENTS CAN SIGN. The Credit Agreement
is hereby amended so as to provide that any and all certificates, requests,
notices and statements required or permitted to be executed by the Chairman,
President, chief operating officer, chief financial officer or chief accounting
officer of the Company may, in addition, be executed by the Treasurer and any
Senior Vice-President of the Company.

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


         (a)      the new Notes, executed by the Company;

         (b)      a Master Assignment and Acceptance Agreement, executed by the
                  Company and all of the Banks and Citibank, N.A.;

         (c)      a certificate from the Secretary of State or other appropriate
                  public official of the State of Delaware as to the continued
                  existence and good standing of the Company in the State of
                  Delaware;

         (d)      a certificate from the Secretary of State or other appropriate
                  public official of the State of Texas as to the qualification
                  of the Company to do business in the State of Texas;

         (e)      a certificate from the Office of the Comptroller of the State
                  of Texas as to the good standing of the Company in the State
                  of Texas;

         (f)      a legal opinion from the general counsel for the Company and
                  the Current Guarantors acceptable to the Agent in its sole and
                  absolute discretion; and to the further condition that, at the
                  time of the initial Loan, all legal matters incident to the
                  transactions herein contemplated shall be satisfactory to
                  counsel for the Agent and respective counsel for each of the
                  Banks;

         (g)      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;

         (h)      a Consent, in Proper Form, executed by of all of the
                  Guarantors to the execution and delivery of this Amendment and
                  such other related matters as the Banks may reasonably
                  require;

         (i)      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

         (j)      the amendment fee payable to each Bank a party to the Credit
                  Agreement prior to the date hereof in the amount of $10,000
                  each, in accordance with the provisions of SECTION 19 hereof.


         32. 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.

         33. 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 Documents are
in all respects ratified and confirmed and remain in full force and effect.

         34. 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, the Co-Agent or any of the Banks by the Company shall
mean the Credit Agreement as hereby amended.

         35. MISCELLANEOUS. This Amendment (a) shall be binding upon and inure
to the benefit of the Company, the Banks, the Agent, the Co-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, the Agent and the Co-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:___________________
                                                             Darren B. Miller, 
                                                             Treasurer


ATTEST:


_____________________________
William L. Fiedler, Secretary


Attachments:

EXHIBIT A  - Officer's Certificate
               (Exhibit B to Credit Agreement)
SCHEDULE I - Non-guaranteeing Subsidiaries
                and Dormant Subsidiaries

                                      -13-
 
Commitment: $40,000,000                             TEXAS COMMERCE BANK NATIONAL
                                                    ASSOCIATION, a national
                                                    banking association,
                                                    as a Bank and as Agent


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


                                      -14-

Commitment: $30,000,000                             NATIONSBANK OF TEXAS, N.A.,
                                                    a national banking
                                                    association, as a Bank and 
                                                    as Co-Agent


                                                    By:   ______________________
                                                    
                                                    Name: ______________________
                                           
                                                    Title:______________________

                                      -15-
 

Commitment: $10,000,000                             BANK OF AMERICA TEXAS, N.A.,
                                                    a national banking 
                                                    association



                                                    By: _______________________
                                                         Victor N. Tekell,
                                                         Vice President

                                      -16-



Commitment: $15,000,000                             FIRST INTERSTATE BANK OF 
                                                    TEXAS, N.A, a national 
                                                    banking association

                                                    By:   ______________________
                                                    
                                                    Name: ______________________
                                           
                                                    Title:______________________
 

                                      -17-



Commitment: $15,000,000                             THE BANK OF NOVA SCOTIA


                                                    By:   ______________________
                                                    
                                                    Name: ______________________
                                           
                                                    Title:______________________

                                      -18-

Commitment: $20,000,000                             COMERICA BANK - TEXAS, a 
                                                    Texas banking association


                                                    By: _______________________
                                                        Mitchell Schulman,
                                                          Vice President

                                      -19-

Commitment: $20,000,000                             LTCB TRUST COMPANY, a New 
                                                    York Trust Company


                                                    By:   ______________________
                                                    
                                                    Name: ______________________
                                           
                                                    Title:______________________

                                      -20-

Commitment: $10,000,000                             ABN AMRO BANK N.V., HOUSTON
                                                    AGENCY



                                                    By:   ______________________
                                                    
                                                    Name: ______________________
                                           
                                                    Title:______________________



                                                    By:   ______________________
                                                    
                                                    Name: ______________________
                                           
                                                    Title:______________________


                                      -21-


         EXHIBIT A TO AGREEMENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT
                             OFFICER'S CERTIFICATE

                                Date:____________


[Name and address of Bank
or Agent, as the case may be]

Attention:__________________


         Re: Financial Statements Required under Credit Agreement (as the same
         may have been amended, modified and restated from time to time, the
         "CREDIT AGREEMENT") dated as of November 30, 1993, by and among
         Allwaste, Inc., the financial institutions or party thereto from time
         to time and Texas Commerce Bank National Association, as Agent

Gentlemen:

         Capitalized words and phrases used herein and not defined herein and
defined in the Credit Agreement are used herein with the same meanings as are
assigned to them in the Credit Agreement.

         The undersigned hereby certifies, warrants and represents to the
addressee named above that:

         1.       He or she is the duly appointed and acting
                  *_____________________ of the Company;

         2.       The attached financial statements dated as of ______________
                  were prepared in conformity with Generally Accepted Accounting
                  Principles consistently applied and present fairly the
                  financial position of the Company and its Subsidiaries on a
                  consolidated basis as of the date thereof and the results of
                  its operations for the period covered thereby.


________________
*        Must be the Chairman, President, chief operating officer, chief
         financial officer, Treasurer, any Senior Vice-President or chief
         accounting officer of the Company.

                


         3.       As of the end of the period covered by the attached  financial
                  statements:

                  (a)      QUICK RATIO:

                           (i)      Sum of cash, readily     
                                    available funds,         
                                    Aggregate Unused         
                                    Commitment of the Banks  
                                    LESS Alternative         
                                    Facilities Advances,     
                                    and Current Accounts     
                                    Receivable of the Company
                                    and its Subsidiaries     
                                    on a consolidated        
                                    basis:                     $________________
                                                             
                          (ii)      Current Liabilities of     
                                    the Company and its        
                                    Subsidiaries on a          
                                    consolidated basis:        $________________
                                                
     

                         (iii)      Required Quick Ratio:           1.00 to 1.00


                                   EXHIBIT B
    
                                     Page 2


                          (iv)      Actual Quick Ratio:             ____ to 1.00

                  b.       NET WORTH:

                           (i)       Net Worth as of August 31, 
                                    1995 less $10,000,000:     $_______________

                       
                          (ii)      amount of any discretionary
                                    charges and/or reserves
                                    against income taken in 1996
                                    first fiscal quarter (not to
                                    exceed the difference of
                                    $17,500,000 minus charges
                                    and/or reserves taken in 1995
                                    fourth fiscal quarter):          $__________

                           (iii)    50% of aggregate of Net Income
                                    for 1996 fiscal year and each        
                                    completed fiscal year thereafter
                                    [Break out by fiscal year]:      $_________


                                   EXHIBIT B
    
                                     Page 2
                                    
                           (iv)     aggregate   of  all  equity   
                                    added  to  the consolidated  
                                    balance  sheet of the  Company
                                    and its  Subsidiaries  after 
                                    August 31, 1995 included in the
                                    attached financial statements:   $__________


                           (v)      the  amount of any after tax gain
                                    resulting from the ARI Sale:     $__________

                           (vi)     Required Net Worth
                                    ([i]-[ii]+[iii] +[iv]+[v])       $__________

                           (vii)    Net Worth of the Company and its
                                    Subsidiaries on a consolidated 
                                    basis:                           $__________

                  (c)      FIXED CHARGE COVERAGE RATIO:

                           (i)      Cash Flow for the Rolling 
                                    Four Quarters:                   $__________

                           (ii)     Operating  Lease Expense  
                                    during the Rolling Four 
                                    Quarters:                        $__________

                           (iii)    the sum of (i) + (ii)):          $__________

                           (iv)     required amortization on Funded 
                                    Indebtedness during the Rolling
                                    Four Quarters:                   $__________


                                   EXHIBIT B
    
                                     Page 3

                           (v)      Interest  expense on  borrowed
                                    Indebtedness (exclusive  of  
                                    interest expense  paid  in 
                                    connection with Discontinued 
                                    Operations) for the 
                                    Rolling Four Quarters:           $__________

                           (vi)     60% of capital  expenditures
                                    made during the Rolling 
                                    Four Quarters:                   $__________

                           (vii)    Cash preferred dividends
                                    paid during Rolling 
                                    Four Quarters:                   $__________

                           (viii)   Operating  Lease Expense 
                                    during the Rolling 
                                    Four Quarters:                   $__________

                           (ix)     sum of (iv) through (viii):      $__________

                           (x)      Required Fixed Charge Coverage
                                    Ratio:                          1.10 to 1.00

                           (xi)     Actual Fixed Charge  Coverage
                                    Ratio (iii) / (viii):           ____ to 1.00

                  (d)      FUNDED INDEBTEDNESS TO EBITDA RATIO:

                           (i)      Funded Indebtedness:             $__________

                           (ii)     Cash Flow for the Rolling
                                    Four Quarters:                   $__________
 
                           (iii)    Cash taxes paid during  
                                    the Rolling Four Quarters:       $__________

                           (iv)     EBITDA for the Rolling Four 
                                    Quarters ([ii]+[iii]):           $__________

                           (v)      Required Funded Indebtedness 
                                    to EBITDA Ratio:                3.25 to 1.00



                                   EXHIBIT B
    
                                     Page 4


                           (vi)     Actual Funded Indebtedness to
                                    EBITDA Ratio for the Rolling 
                                    Four Quarters:                  ____ to ____

                  (e)      INTEREST COVERAGE RATIO:

                           (i)      EBITDA for the Rolling 
                                    Four Quarters:                   $__________

                           (ii)     Interest Expense for the Rolling 
                                    Four Quarters:                   $__________

                           (iii)    Required Interest Coverage
                                    Ratio:                          4.50 to 1.00

                           (iv)     Actual Interest Coverage 
                                    Ratio:                          ____ to 1.00

         (4)      Based on 3(d)(v) above:

                  (a)      Applicable Letter of Credit
                           Fee Percentage is:              ____________%;   

                  (b)      Applicable  Margin for Eurodollar
                           Rate Borrowings is:              ____________%;

                  (c)      Applicable Margin for CD Rate 
                           Borrowings is:                   ___________ %; and

                  (d)      Applicable Margin for Alternate 
                           Base Rate Borrowings is:        ____________%.


         (5)      (Check EITHER [a] or [b])

                   [ ]     (a)The Company  has kept,  observed,  performed  and
                           fulfilled each and every one of its obligations under
                           the Credit Agreement during the period covered by the
                           attached financial statements.

                   [ ]     (b)The Company  has kept,  observed,  performed  and
                           fulfilled each and every one of its obligations under
                           the Credit Agreement during the period covered by the
                           attached   financial   statements   except   for  the
                           following  matters:   [Describe  all  such  defaults,
                           specifying  the nature,  duration and status  thereof
                           and what  action the Company has taken or proposes to
                           take with respect thereto.]





Name___________________





                                   EXHIBIT B
    
                                     Page 5
