AMERICAN ECOLOGY CORP
EXHIBIT 10.50
<DOCUMENT>
<TYPE>EX-10.50
<SEQUENCE>2
<FILENAME>ex10_50.txt
<DESCRIPTION>EXHIBIT 10.50
<TEXT>
EXHIBIT 10.50




                              AMENDED AND RESTATED
                                CREDIT AGREEMENT


                                     BETWEEN


                     WELLS FARGO BANK, NATIONAL ASSOCIATION


                                       AND


                          AMERICAN ECOLOGY CORPORATION


                                      DATED


                                  MAY 25, 2005


<PAGE>
<TABLE>
<CAPTION>
                                   TABLE OF CONTENTS


<S>                                                                                  <C>
ARTICLE 1 - DEFINITIONS AND ACCOUNTING TERMS. . . . . . . . . . . . . . . . . . . .   6
     1.1     Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     1.2     Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

ARTICLE 2 - LOANS AND TERMS OF PAYMENT. . . . . . . . . . . . . . . . . . . . . . .  11
     2.1     Revolving Credit . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
             2.1.1     Manner of Requesting.. . . . . . . . . . . . . . . . . . . .  11
             2.1.2     Interest on the Revolving Loans. . . . . . . . . . . . . . .  12
             2.1.3     Revolving Note . . . . . . . . . . . . . . . . . . . . . . .  13
             2.1.4     Repayment. . . . . . . . . . . . . . . . . . . . . . . . . .  13
             2.1.5     Commitment Fee . . . . . . . . . . . . . . . . . . . . . . .  13
             2.1.6     Origination Fee. . . . . . . . . . . . . . . . . . . . . . .  13
             2.1.7     Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . .  13
     2.2     Letters of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . .  14
             2.2.1     Applications . . . . . . . . . . . . . . . . . . . . . . . .  14
             2.2.2     Facility Termination . . . . . . . . . . . . . . . . . . . .  14
             2.2.3     Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
             2.2.4     Form . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
             2.2.5     Reimbursement. . . . . . . . . . . . . . . . . . . . . . . .  14
             2.2.6     Reimbursement Obligations Absolute . . . . . . . . . . . . .  14
     2.3     Method of Payment. . . . . . . . . . . . . . . . . . . . . . . . . . .  15
     2.4     Prepayments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
     2.5     Late Charges and Default Interest. . . . . . . . . . . . . . . . . . .  15
     2.6     Additional Interest Rate Provisions. . . . . . . . . . . . . . . . . .  15
             2.6.1     Unavailable LIBOR Loans. . . . . . . . . . . . . . . . . . .  15
             2.6.2     Unlawful LIBOR Loans . . . . . . . . . . . . . . . . . . . .  15
             2.6.3     Increased Cost . . . . . . . . . . . . . . . . . . . . . . .  16
             2.6.4     Computation of Interest. . . . . . . . . . . . . . . . . . .  16
     2.7     LIBOR Loan Extensions and Conversions. . . . . . . . . . . . . . . . .  16
     2.8     Minimum LIBOR Loan Requirements. . . . . . . . . . . . . . . . . . . .  16
     2.9     Funding Loss Indemnification . . . . . . . . . . . . . . . . . . . . .  17
     2.10    Taxes on Payments. . . . . . . . . . . . . . . . . . . . . . . . . . .  17

ARTICLE 3 - CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . . . . . .  17
     3.1     Initial Advance. . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
             3.1.1     Revolving Note . . . . . . . . . . . . . . . . . . . . . . .  17
             3.1.2     Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . .  17
             3.1.3     New Guaranties . . . . . . . . . . . . . . . . . . . . . . .  18
             3.1.4     Evidence of Insurance. . . . . . . . . . . . . . . . . . . .  18
             3.1.5     Opinion of Counsel for Borrower and Guarantor. . . . . . . .  18
             3.1.6     Evidence of all Corporate Action by Borrower . . . . . . . .  18
             3.1.7     Certificates of Existence for Borrower . . . . . . . . . . .  18


                                      -i-
<PAGE>
             3.1.8     Articles of Incorporation and Bylaws of Borrower . . . . . .  18
             3.1.9     Evidence of all Corporate Action by Guarantor. . . . . . . .  18
             3.1.10    Certificates of Existence for Guarantor. . . . . . . . . . .  18
             3.1.11    Articles of Incorporation and Bylaws of Guarantor. . . . . .  18
             3.1.12    Certificates of Assumed Business Name. . . . . . . . . . . .  18
             3.1.13    Letter to Accountants. . . . . . . . . . . . . . . . . . . .  18
             3.1.14    Public Record Searches . . . . . . . . . . . . . . . . . . .  19
             3.1.15    Payment of Origination Fee . . . . . . . . . . . . . . . . .  19
             3.1.16    Additional Documents . . . . . . . . . . . . . . . . . . . .  19
     3.2     All Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
             3.2.1     Take-Down Certification. . . . . . . . . . . . . . . . . . .  19
             3.2.2     Other Documents. . . . . . . . . . . . . . . . . . . . . . .  19

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . .  19
     4.1     Organization, Good Standing, and Due Qualification . . . . . . . . . .  19
     4.2     Power and Authority. . . . . . . . . . . . . . . . . . . . . . . . . .  19
     4.3     Legally Enforceable Agreement. . . . . . . . . . . . . . . . . . . . .  20
     4.4     Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . .  20
     4.5     Labor Disputes and Casualties. . . . . . . . . . . . . . . . . . . . .  20
     4.6     Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
     4.7     No Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
     4.8     No Defaults on Outstanding Judgments or Orders . . . . . . . . . . . .  21
     4.9     Ownership and Liens. . . . . . . . . . . . . . . . . . . . . . . . . .  21
     4.10    Employee Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . .  21
     4.11    Operation of Business. . . . . . . . . . . . . . . . . . . . . . . . .  21
     4.12    Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
     4.13    Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
     4.14    Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . . .  22
     4.15    Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . .  22
     4.16    Subsidiaries and Ownership of Stock. . . . . . . . . . . . . . . . . .  22

ARTICLE 5 - AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . .  23
     5.1     Maintenance of Existence . . . . . . . . . . . . . . . . . . . . . . .  23
     5.2     Maintenance of Records . . . . . . . . . . . . . . . . . . . . . . . .  23
     5.3     Maintenance of Properties. . . . . . . . . . . . . . . . . . . . . . .  23
     5.4     Conduct of Business. . . . . . . . . . . . . . . . . . . . . . . . . .  23
     5.5     Maintenance of Insurance . . . . . . . . . . . . . . . . . . . . . . .  23
     5.6     Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . .  23
     5.7     Right of Inspection. . . . . . . . . . . . . . . . . . . . . . . . . .  23
     5.8     Reporting Requirements.. . . . . . . . . . . . . . . . . . . . . . . .  24
             5.8.1     Annual Financial Statements. . . . . . . . . . . . . . . . .  24
             5.8.2     Management Letters . . . . . . . . . . . . . . . . . . . . .  24
             5.8.3     Notice of Litigation . . . . . . . . . . . . . . . . . . . .  24
             5.8.4     Notice of Defaults and Events of Default . . . . . . . . . .  24
             5.8.5     ERISA Reports. . . . . . . . . . . . . . . . . . . . . . . .  24
             5.8.6     Reports to Other Creditors . . . . . . . . . . . . . . . . .  24


                                      -ii-
<PAGE>
             5.8.7     SEC Reports. . . . . . . . . . . . . . . . . . . . . . . . .  25
             5.8.8     Compliance Certificate . . . . . . . . . . . . . . . . . . .  25
             5.8.9     General Information. . . . . . . . . . . . . . . . . . . . .  25
     5.9     Environment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
     5.10    Reimbursement of Lender Expenses . . . . . . . . . . . . . . . . . . .  25
     5.11    Bank Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

ARTICLE 6 - NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . .  26
     6.1     Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
     6.2     Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
     6.3     Mergers or Reorganization. . . . . . . . . . . . . . . . . . . . . . .  27
     6.4     Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
     6.5     Sale and Leaseback . . . . . . . . . . . . . . . . . . . . . . . . . .  27
     6.6     Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
     6.7     Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
     6.8     Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
     6.9     Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
     6.10    ERISA Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
     6.11    Transactions With Affiliates . . . . . . . . . . . . . . . . . . . . .  28
     6.12    Change of Name . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
     6.13    Change in Management . . . . . . . . . . . . . . . . . . . . . . . . .  29
     6.14    Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
     6.15    Location of Chief Executive Office . . . . . . . . . . . . . . . . . .  29

ARTICLE 7 - FINANCIAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . .  29
     7.1     Fixed Charge Coverage Ratio. . . . . . . . . . . . . . . . . . . . . .  29
     7.2     Leverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
     7.3     Current Ratio. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
     7.4     Funded Debt Ratio. . . . . . . . . . . . . . . . . . . . . . . . . . .  30

ARTICLE 8 - EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
     8.1     Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . .  30
             8.1.1     Payment Failure. . . . . . . . . . . . . . . . . . . . . . .  30
             8.1.2     Misrepresentation. . . . . . . . . . . . . . . . . . . . . .  30
             8.1.3     Performance Failure. . . . . . . . . . . . . . . . . . . . .  30
             8.1.4     Failure to Pay Debts . . . . . . . . . . . . . . . . . . . .  30
             8.1.5     Insolvency . . . . . . . . . . . . . . . . . . . . . . . . .  30
             8.1.6     Judgments. . . . . . . . . . . . . . . . . . . . . . . . . .  31
             8.1.7     Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . .  31
             8.1.8     ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
             8.1.9     Environmental Lien . . . . . . . . . . . . . . . . . . . . .  31
             8.1.10    Material Misrepresentation . . . . . . . . . . . . . . . . .  32
             8.1.11    Agreement Unenforceable. . . . . . . . . . . . . . . . . . .  32
     8.2     Cure of Event of Default . . . . . . . . . . . . . . . . . . . . . . .  32


                                      -iii-
<PAGE>
ARTICLE 9 - BANK'S RIGHTS AND REMEDIES. . . . . . . . . . . . . . . . . . . . . . .  32
     9.1     Specific Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . .  32
             9.1.1     Terminate Loans. . . . . . . . . . . . . . . . . . . . . . .  32
             9.1.2     Acceleration . . . . . . . . . . . . . . . . . . . . . . . .  32
             9.1.3     Terminate Agreement. . . . . . . . . . . . . . . . . . . . .  32
             9.1.4     Lender Expenses. . . . . . . . . . . . . . . . . . . . . . .  32
             9.1.5     Attorney-in-Fact . . . . . . . . . . . . . . . . . . . . . .  32
             9.1.6     Other Remedies . . . . . . . . . . . . . . . . . . . . . . .  32
     9.2     Set Off. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
     9.3     Cumulative Remedies. . . . . . . . . . . . . . . . . . . . . . . . . .  33
     9.4     Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
             9.4.1     Arbitration. . . . . . . . . . . . . . . . . . . . . . . . .  33
             9.4.2     Governing Rules. . . . . . . . . . . . . . . . . . . . . . .  33
             9.4.3     No Waiver of Provisional Remedies, Self-Help and Foreclosure  33
             9.4.4     Arbitrator Qualifications and Powers . . . . . . . . . . . .  34
             9.4.5     Discovery. . . . . . . . . . . . . . . . . . . . . . . . . .  34
             9.4.6     Class Proceedings and Consolidations . . . . . . . . . . . .  34
             9.4.7     Payment Of Arbitration Costs And Fees. . . . . . . . . . . .  34
             9.4.8     Real Property Collateral . . . . . . . . . . . . . . . . . .  34
             9.4.9     Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . .  34

ARTICLE 10 - MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
     10.1     Amendments, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
     10.2     Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
     10.3     No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
     10.4     Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . .  36
     10.5     Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
     10.6     Application of Payments . . . . . . . . . . . . . . . . . . . . . . .  36
     10.7     Continuing Warranties, Representations and Covenants. . . . . . . . .  36
     10.8     Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
     10.9     Choice of Law and Venue . . . . . . . . . . . . . . . . . . . . . . .  36
     10.10    Severability of Provisions. . . . . . . . . . . . . . . . . . . . . .  37
     10.11    Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
     10.12    Jury Trial Waiver . . . . . . . . . . . . . . . . . . . . . . . . . .  37
     10.13    Destruction of Borrower's Documents . . . . . . . . . . . . . . . . .  37
     10.14    Participations. . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
             10.14.1     Consent. . . . . . . . . . . . . . . . . . . . . . . . . .  37
             10.14.2     Lead Lender. . . . . . . . . . . . . . . . . . . . . . . .  38
     10.15     Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
     10.16     Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
</TABLE>


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<PAGE>
EXHIBITS TO CREDIT AGREEMENT

EXHIBIT NO.     EXHIBIT DESCRIPTION
-----------     -------------------

2.1.1.1         Authorized Persons
2.1.1.2         LIBOR Loan Request Form
2.1.3           Form of Revolving Note
3.1.4           Form of Opinion of Counsel for Borrower and Guarantors
3.1.12          Form of Letter to Accountants
4.16            Debt
4.17            Subsidiaries
6.1             Permitted Liens
6.10            ERISA Plans


                                      -v-
<PAGE>
                                CREDIT AGREEMENT

          THIS  CREDIT AGREEMENT is entered into effective as of the 25th day of
May,  2005, between WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") and AMERICAN
ECOLOGY  CORPORATION,  a  Delaware  corporation  ("Borrower").

                                    RECITALS:

          1.     Borrower  and  Bank, through its predecessor in interest, First
Security  Bank,  N.A., entered into a Credit Agreement dated August 17, 2000 (as
amended,  the  "Credit  Agreement").

          2.     Borrower  and  Bank have entered into several amendments to the
Credit  Agreement.

          3.     Borrower  and  Bank have agreed to amend and restate the Credit
Agreement  in order to consolidate the amendments to the Credit Agreement and to
make miscellaneous other modifications to the Credit Agreement.

          4.     Bank  is  willing  to amend and restate the Credit Agreement in
its entirety upon the terms and conditions of this Agreement.

          NOW  THEREFORE,  the  parties agree that the Credit Agreement shall be
amended  and  restated  in  its  entirety  as  follows:

                                    AGREEMENT

                        DEFINITIONS AND ACCOUNTING TERMS

          DEFINED  TERMS.  As  used in this Agreement, the following capitalized
terms  shall  have  the  meanings  defined below.  Terms defined in the singular
shall  have  the  same  meaning when used in the plural and vice versa.  Certain
other  capitalized  terms  used  only in specific sections of this Agreement are
defined  in  such  sections.

               "ADJUSTED  LIBOR INTEREST RATE" means the rate per annum equal to
the  quotient  of  (i) the London Interbank Offered Rate divided by (ii) one (1)
minus  the  Eurocurrency Reserve Requirement for the applicable Interest Period,
rounded  upward,  if  necessary,  to  the  nearest one-sixteenth of one percent.
"Eurocurrency  Reserve  Requirement"  means, for any LIBOR Loan for any Interest
Period  therefor,  the  daily average of the stated maximum rate (expressed as a
decimal)  at  which reserves (including any marginal, supplemental, or emergency
reserves)  are  required  to  be  maintained by Bank during such Interest Period
under  Regulation  D of the Board of Governors of the Federal Reserve System, as
amended  or  supplemented  from time to time, against "Eurocurrency Liabilities"
(as  such  term  is  used  in  Regulation  D)  but  without benefit or credit of
proration, exemptions, or offsets that might otherwise be available to Bank from
time  to time under Regulation D.  Without limiting the effect of the foregoing,
the  Eurocurrency  Reserve Requirement shall reflect any other reserves required
to  be  maintained by Bank against (i) any category of liabilities that includes
deposits  by reference to which the Adjusted LIBOR Interest Rate for LIBOR Loans
is to be determined; or (ii) any category of extension of credit or other assets
that  include  LIBOR  Loans.


                                        6
<PAGE>
               "AFFILIATE"  means  any  Person  (1)  who  directly or indirectly
controls, or is controlled by, or is under common control with the Borrower; (2)
who  directly or indirectly beneficially owns or holds five percent (5%) or more
of  any  class of voting stock of the Borrower; or (3) five percent (5%) or more
of  the  voting  stock  of which is directly or indirectly beneficially owned or
held  by  the  Borrower.  The  term  "control" means the possession, directly or
indirectly,  of the power to direct or cause the direction of the management and
policies  of  a  Person,  whether through the ownership of voting securities, by
contract,  or  otherwise.

               "AGREEMENT"  means  this  Credit  Agreement,  as  amended,
supplemented,  or  modified  from  time  to  time.

               "BANK"  means  Wells  Fargo  Bank,  National  Association,  its
successors  and  assigns.

               "BASE RATE" means the rate per annum equal to the quotient of (i)
the  Daily  LIBOR  Rate  divided  by (ii) one (1) minus the Eurocurrency Reserve
Requirement.

               "BASE  RATE  LOAN"  means  any  loan under this Agreement bearing
interest  at  a  rate  based  upon  the  Base  Rate.

               "BORROWER"  means  American  Ecology  Corporation,  a  Delaware
corporation.

               "BUSINESS  DAY"  means  a day other than Saturday or Sunday and a
day  on  which  commercial  banks are required to be open for business in Boise,
Idaho,  under the laws of the state of Idaho, and, if the applicable day relates
to  a LIBOR Loan, Interest Period, or notice with respect to a LIBOR Loan, a day
on which dealings in Dollar deposits are also carried on in the London Interbank
market  and  banks  are  open  for  business  in  London.

               "CODE"  means  the Internal Revenue Code of 1986, as amended from
time  to  time,  and  the  regulations  and  published  interpretations thereof.

               "COMMITMENT  AMOUNT"  means  Eight  Million Dollars ($8,000,000),
less  the  sum  of (i) the aggregate stated amount of all Letters of Credit then
outstanding  and  available  for  drawing,  and  (ii)  the  aggregate  amount of
unreimbursed  drawings  on  Letters  of  Credit.

               "COMMONLY  CONTROLLED  ENTITY"  means  an  entity, whether or not
incorporated,  that  is  under common control with a Borrower within the meaning
of  Section  414(b)  or  414(c)  of  the  Code.

               "DAILY  LIBOR  RATE"  means  the rate per annum for United States
dollar  deposits  quoted  by  Bank  as of 10:00 a.m. on each Business Day as the
Inter-Bank  Market Offered Rate, with the understanding that such rate is quoted
by Bank for the purpose of calculating effective rates of interest for the loans
making  reference  thereto, for delivery of funds on such Business Day for a one
(1)  day  period and in an amount approximately equal to the principal amount of
the  applicable  Base  Rate Loan.  Borrower understands and agrees that Bank may
base  its  quotation  on  the Inter-Bank Market Offered Rate upon such offers or
other market indicators of the Inter-Bank Market as Bank in its discretion deems
appropriate  including,  but  not  limited  to, the rate offered for U.S. dollar
deposits  on  the  London  Interbank  Market.


                                        7
<PAGE>
               "ENVIRONMENTAL  LAWS" shall mean and include, without limitation,
the  Resource Conversation and Recovery Act of 1976 (RCRA), 42 USC Sec.Sec. 6901
et.  seq.,  the Comprehensive Environmental Response, Compensation and Liability
Act  of  1980  (CERCLA)  42  USC Sec.Sec. 9601-9657, as amended by the Superfund
Amendments  and  Reauthorization  Act  of  1986  (SARA), the Hazardous Materials
Transportation  Authorization  Act  of  1994, 49 USC Sec.Sec. 5101 et. seq., the
Federal  Water  Pollution  Control Act, 33 USC Sec.Sec. 1251 et. seq., the Clean
Air  Act,  42  USC Sec.Sec. 741 et. seq., the Clean Water Act, 33 USC Sec. 7401,
the  Toxic  Substances Control Act, 15 USC Sec.Sec. 2601-2629, the Safe Drinking
Water  Act,  42  USC Sec.Sec. 300f-300j, and all amendments thereto, and legally
enforceable  rules, regulations, orders, and decrees promulgated thereunder, and
any  other  local, state and/or federal laws, rules, regulations and ordinances,
whether  currently in existence or hereafter enacted, that govern, to the extent
applicable  to Borrower's businesses, properties and assets:  (a) the existence,
cleanup  and/or  remedy  of contamination on property; (b) the protection of the
environment  from  soil,  air  or water pollution, or from spilled, deposited or
otherwise  emplaced  contamination;  (c)  the emission or discharge of Hazardous
Substances into the environment; (d) the control of Hazardous Substances; or (e)
the  use,  generation,  transport,  treatment,  removal or recovery of Hazardous
Substances.

               "ERISA"  means  the  Employment Retirement Income Security Act of
1974,  as  the  same may be amended or supplemented from time to time, including
any  regulations  issued  in  connection  therewith.

               "EVENT  OF DEFAULT" means the occurrence of any of the events set
forth  in  Section  0  of  this  Agreement.

               "GAAP"  means  the  generally  accepted accounting principles set
forth  in the opinions and pronouncements of the Accounting Principles Board and
the  American  Institute  of Certified Public Accountants and the statements and
pronouncements  of  the Financial Accounting Standards Board that are applicable
to  the  circumstances  as  of  the  date of determination consistently applied.

               "GUARANTOR"  means,  jointly  and  severally, US Ecology, Inc., a
California  corporation,  Texas  Ecologists, Inc., a Texas corporation, American
Ecology  Recycle  Center,  Inc.,  a  Delaware  corporation,  American  Ecology
Environmental  Services  Corporation,  a  Texas  corporation,  American  Ecology
Services  Corp.,  a  Delaware  corporation,  US  Ecology Idaho, Inc., a Delaware
corporation,  US  Ecology  Texas,  L.P., a Texas limited partnership, US Ecology
Nevada,  Inc.,  a  Delaware  corporation,  and  US  Ecology  Washington, Inc., a
Delaware  corporation.

               "GUARANTY"  means  any  guaranty of the Obligations executed by a
Guarantor.

               "HAZARDOUS  SUBSTANCE"  means  (a)  any  oil, petroleum products,
flammable  substance,  explosives,  radioactive  materials,  hazardous wastes or
substances,  toxic  wastes  or  substances  or  any  other  wastes, materials or
pollutants that (i) pose a hazard to Borrower's owned or leased real property or
to  persons  on  or  about  such real property or (ii) cause Borrower's owned or
leased  real property to be in violation of any Environmental Laws; (b) asbestos
in  any form that is or could become friable, urea formaldehyde foam insulation,
transformers  or  other  equipment  that  contain  dielectric  fluid  containing
regulated  levels  of polychlorinated biphenyls, or radon gas; (c) any chemical,
material or substance defined as or included in the definition of "toxic waste,"
"hazardous  substances,"  "hazardous  wastes," "hazardous materials," "extremely
hazardous  waste,"  "restricted  hazardous


                                        8
<PAGE>
waste," or "toxic substances" or words of similar import under any Environmental
Laws;  (d)  any  other  chemical,  material  or  substance, exposure to which is
prohibited,  limited or regulated by any governmental authority or agency or may
or  could  pose a hazard to the health and safety of the occupants of Borrower's
owned  or  leased  real  property  or  the  owners  and/or occupants of property
adjacent  to  or  surrounding such real property or any other person coming upon
such  real  property or adjacent property; and (e) any other chemical, materials
or  substance  that  may  or  could  pose a hazard to the environment and are or
become  subject  to  regulation  by  any  Environmental  Laws.

               "INTEREST  PERIOD"  means  with  respect  to  any LIBOR Loan, the
period  commencing on the date such loan is made and ending, as the Borrower may
select,  pursuant to this Agreement, on the numerically corresponding day in the
first,  second,  third or sixth calendar month thereafter, except that each such
Interest  Period that commences on the last Business Day of a calendar month (or
on  any  day  for  which  there  is  no  numerically  corresponding  day  in the
appropriate subsequent calendar month) shall end on the last Business Day of the
appropriate subsequent calendar month; provided that if an Interest Period would
end  on a day that is not a Business Day, such Interest Period shall be extended
to  the  next  Business  Day  unless  such  Business  Day would fall in the next
calendar month, in which event such Interest Period shall end on the immediately
preceding  Business  Day.

               "LENDER  EXPENSES"  means  all  costs  and  expenses  reasonably
incurred  by  Bank  in  connection with the preparation, negotiation, execution,
delivery,  filing,  and  administration  of  the  Loan  Documents,  and  of  any
amendment, modification, extension, renewal or supplement to the Loan Documents,
including,  without  limitation,  the fees and out-of-pocket expenses of counsel
for  Bank,  incurred  in  connection  with  advising  Bank  as to its rights and
responsibilities  hereunder  and  structuring, drafting, reviewing, amending, or
otherwise  involving  the  Loan Documents, and all costs and expenses, including
court  costs,  incurred in connection with enforcement of the Loan Documents, or
any  amendment,  modification,  or  supplement  thereto, whether by negotiation,
legal  proceedings,  or  otherwise.

               "LETTER  OF  CREDIT"  has  the  meaning  set  forth in Section 0.

               "LETTER  OF  CREDIT  COMMITMENT" means Bank's commitment to issue
letters  of  credit  from  time  to  time  in  accordance with Section 0 of this
Agreement.

               "LETTER  OF CREDIT COMMITMENT AMOUNT" means Eight Million Dollars
($8,000,000),  less  the  amount  of  the  outstanding  principal balance of the
Revolving  Loans.

               "LIBOR LOAN" means any loan under this Agreement bearing interest
at  a  rate  based  upon  Adjusted  LIBOR  Interest  Rate.

               "LIEN"  means  any  mortgage,  deed  of  trust,  pledge, security
interest,  hypothecation,  assignment,  deposit  arrangement,  encumbrance, lien
(statutory  or  other),  or  preference,  priority,  or other security agreement
and/or  interest or preferential arrangement, charge, or encumbrance of any kind
or  nature  whatsoever  (including,  without limitation, any conditional sale or
other  title  retention  agreement, any financing lease having substantially the
same  economic  effect  as any of the foregoing, and the filing of any financing
statement  under  the  Uniform  Commercial  Code  or  comparable  law  of  any
jurisdiction  to  evidence  any  of  the  foregoing).


                                        9
<PAGE>
               "LOAN" means a Revolving Loan.

               "LOAN  DOCUMENTS"  means  collectively  this  Agreement, any note
executed by Borrower to the order of Bank and any other agreements or documents,
whether now or hereafter existing, executed or delivered in connection with this
Agreement  or  any  amendment  thereto,  and  any  amendments,  supplements,
modifications,  renewals,  extensions,  or  refundings  of  any of the foregoing
documents.

               "LONDON INTERBANK OFFERED RATE" means for any Interest Period for
a LIBOR Loan the rate per annum for United States Dollar deposits quoted by Bank
as  the Inter-Bank Market Offered Rate, with the understanding that such rate is
quoted  by  Bank  for the purpose of calculating effective rates of interest for
the  loans  making reference thereto, on the first day of an Interest Period for
delivery of funds on said date for a period approximately equal to the number of
days  in  the  Interest  Period  and  in  an  amount  approximately equal to the
principal  amount  to  which such Interest Period applies.  Borrower understands
and  agrees  that  Bank  may base its quotation on the Inter-Bank Market Offered
Rate  upon  such  offers  or other market indicators of the Inter-Bank Market as
Bank in its discretion deems appropriate including, but not limited to, the rate
offered  for  U.S.  dollar  deposits  on  the  London  Interbank  Market.

               "MATURITY  DATE"  means June 15, 2007, or such other date as Bank
and Borrower may agree upon in writing from time to time.

               "MULTIEMPLOYER PLAN" means a Plan described in Section 4001(a)(3)
of  ERISA.

               "OBLIGATIONS" means any and all loans, lines of credit, advances,
letter  of  credit  obligations,  debts,  overdrafts, liabilities, indebtedness,
lease  payments,  guaranties, covenants, and duties owing by Borrower to Bank of
any  kind and description (whether advanced pursuant to or evidenced by the Loan
Documents  or  any other instrument or agreement between Bank and Borrower), any
debt,  liability,  or  obligation owing by Borrower to others that Bank may have
obtained  by assignment or otherwise, any interest not paid when due, all Lender
Expenses,  and  all renewals, extensions, and modifications of the foregoing, or
any  part thereof, whether direct or indirect, absolute or contingent, due or to
become  due,  now  existing  or  hereafter  arising.

               "PBGC"  means  the  Pension  Benefit  Guaranty Corporation or any
entity  succeeding  to  any  or  all  of  its  functions  under  ERISA.

               "PERMITTED LIENS" shall have the meaning assigned to such term in
Section  0  of  this  Agreement.

               "PERSON"  means  an  individual,  partnership,  limited liability
company, corporation, business trust, joint stock company, trust, unincorporated
association,  joint venture, governmental authority, or other entity of whatever
nature.

               "PLAN"  means  any  pension  plan  that is covered by Title IV of
ERISA and in respect of which any Borrower or a Commonly Controlled Entity is an
"employer"  as  defined  in  Section  3(5)  of  ERISA.

               "PRIME LOAN" means any loan under this Agreement bearing interest
at  a  rate  based  upon  the  Prime  Rate.


                                       10
<PAGE>
               "PRIME RATE" means the Bank's announced rate of interest referred
to  as its prime rate used as a reference point from which the cost of credit to
customers  may  be calculated.  The Prime Rate is subject to change from time to
time.  The  Prime Rate is not intended to be the lowest rate of interest charged
by  the  Bank to its borrowers, and Bank may make loans to other Persons bearing
interest  at,  above,  or  below  the  Prime  Rate.

               "PROHIBITED  TRANSACTION"  means  any  transaction  set  forth in
Section  406  of  ERISA  or  Section  4975  of  the  Code.

               "REPORTABLE  EVENT"  means any of the events set forth in Section
4043  of  ERISA.

               "REVOLVING LOANS" shall have the meaning assigned to such term in
Section  0  of  this  Agreement.

               "REVOLVING  NOTE"  means  the  promissory  note  described  in
Subsection  0.

               "SUBSIDIARY"  means,  as  to  the  Borrower,  a  corporation,
association,  trust,  or other business entity of which shares of stock or other
ownership  interests  having ordinary voting power (other than stock or interest
having  such  power only by reason of the happening of a contingency) to elect a
majority  of  the  board  of  directors or other managers of such corporation or
business  entity  are at the time owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by  the  Borrower.

          ACCOUNTING  TERMS.  All  accounting  terms not specifically defined in
this  Agreement shall be construed in accordance with GAAP consistent with those
applied in the preparation of the financial statements referred to in Section 0,
and all financial data submitted pursuant to this Agreement shall be prepared in
accordance  with  GAAP.

                           LOANS AND TERMS OF PAYMENT

          REVOLVING  CREDIT.  Upon the request of Borrower, made at any time and
from  time  to time from the date hereof until the Maturity Date, and so long as
no  Event of Default has occurred, Bank shall make loans (the "Revolving Loans")
to  Borrower  in  an  aggregate  principal  amount  not  to  exceed  at any time
outstanding  the  Commitment  Amount.  Subject  to  the terms of this Agreement,
loans  made  by  Bank  may  be  repaid  and  reborrowed, up to and including the
Maturity  Date.  If  at  any time and for any reason the amount of advances made
pursuant to this Section exceed the above dollar limitation, then Borrower, upon
Bank's  election and demand, shall immediately pay to Bank in cash the amount of
such  excess.

               MANNER  OF  REQUESTING.

                    PRIME  LOANS.  Except  for Sweep Loans described below, Bank
                    ------------------------------------------------------------
is  authorized to make a Prime Revolving Loan or Base Rate Loan upon written or,
--------------------------------------------------------------------------------
at  the  discretion  of  Bank,  telephonic instructions received from any person
--------------------------------------------------------------------------------
purporting  to  be  a  person identified in the attached EXHIBIT 0 or such other
--------------------------------------------------------------------------------
persons  as  Borrower  may from time to time designate in writing to Bank.  Upon
--------------------------------------------------------------------------------
receipt  of  such  instructions and fulfillment of the applicable conditions set
--------------------------------------------------------------------------------
forth  in Article 3, Bank shall make the Revolving Loan to Borrower by crediting
--------------------------------------------------------------------------------
the  amount  thereof  to the Borrower's account with Bank.  Subject to the terms
--------------------------------------------------------------------------------
hereof,  Bank shall make Prime Revolving Loans to Borrower in an amount equal to
--------------------------------------------------------------------------------
the  amount  by  which the amount of checks clearing any designated disbursement
--------------------------------------------------------------------------------
bank  account  that  Borrower  may  now  or hereafter have with Bank exceeds the
--------------------------------------------------------------------------------
amount  of collected funds in the disbursement account's related depository bank
--------------------------------------------------------------------------------


                                       11
<PAGE>
account  that Borrower may now or hereafter have with Bank ("Sweep Loans").  The
--------------------------------------------------------------------------------
existence  of  such an excess of clearing checks shall be deemed to be a request
--------------------------------------------------------------------------------
by  Borrower  for  any  such  Prime  Revolving Loan.  Each Sweep Loan shall be a
--------------------------------------------------------------------------------
Revolving  Loan  and  must  satisfy  all  requirements  for  a  Revolving  Loan.
--------------------------------------------------------------------------------

                    LIBOR  LOANS.  For  any Revolving Loan that is to be a LIBOR
                    ------------------------------------------------------------
Loan,  the Borrower shall request such a Loan by delivering a LIBOR Loan Request
--------------------------------------------------------------------------------
to  Bank  no later than 11:00 a.m. (Boise, Idaho time) at least two (2) Business
--------------------------------------------------------------------------------
days  prior  to  the  requested  date  of  the Loan.  A LIBOR Loan Request shall
--------------------------------------------------------------------------------
specify (a) the date of the requested Loan, (b) the amount of such Loan, and (c)
--------------------------------------------------------------------------------
the  requested  duration  of  the  Interest Period for the Loan, and shall be in
--------------------------------------------------------------------------------
substantially  the  form  of  the  attached  EXHIBIT  0  executed  by any person
--------------------------------------------------------------------------------
purporting  to  be  a  person  identified  in EXHIBIT 0 or such other persons as
--------------------------------------------------------------------------------
Borrower may from time to time designate in writing to Bank.  If Bank determines
--------------------------------------------------------------------------------
that the requested Loan is available and will comply with this Agreement, and if
--------------------------------------------------------------------------------
no  Event  of  Default has occurred and is continuing, Bank shall make the LIBOR
--------------------------------------------------------------------------------
Loan  to Borrower by crediting the amount thereof to the Borrower's account with
--------------------------------------------------------------------------------
Bank.
-----

               INTEREST  ON THE REVOLVING LOANS.  Each Revolving Loan shall be a
Prime  Loan,  a  Base  Rate  Loan,  or  a LIBOR Loan, as selected by Borrower in
accordance  with  the  terms  of  this  Agreement.

                    Each Revolving Loan that is a Prime Loan shall bear interest
                    ------------------------------------------------------------
at  a  fluctuating  per  annum  rate  equal  to  the Prime Rate increased by the
--------------------------------------------------------------------------------
applicable Prime Margin set forth below.  Bank's Prime Rate may change from time
--------------------------------------------------------------------------------
to  time,  and  the  interest  payable will continue to fluctuate at the rate as
--------------------------------------------------------------------------------
stated  herein.  Any  changes  to  the Prime Rate shall become effective without
--------------------------------------------------------------------------------
prior  notice  to  Borrower  on  the  date  on  which  the  Prime  Rate changes.
--------------------------------------------------------------------------------

                    Each  Revolving  Loan  that  is  a Base Rate Loan shall bear
                    ------------------------------------------------------------
interest at a fluctuating per annum rate equal to the Base Rate increased by the
--------------------------------------------------------------------------------
applicable  LIBOR Margin set forth below.  The Base Rate may change from time to
--------------------------------------------------------------------------------
time,  and the interest payable will continue to fluctuate at the rate as stated
--------------------------------------------------------------------------------
herein.  Any  changes  to  the  Base  Rate  shall become effective without prior
--------------------------------------------------------------------------------
notice  to  Borrower  on  the  date  on  which  the  Base  Rate  changes.
-------------------------------------------------------------------------

                    Each Revolving Loan that is a LIBOR Loan shall bear interest
                    ------------------------------------------------------------
at  a  fluctuating  per annum rate equal to the Adjusted LIBOR Interest Rate for
--------------------------------------------------------------------------------
the  applicable  Interest  Period,  as  quotes  are  available, increased by the
--------------------------------------------------------------------------------
applicable  LIBOR Margin set forth below.  Any changes to the LIBOR Margin shall
--------------------------------------------------------------------------------
not  apply  to LIBOR Loans outstanding or requested on the date the LIBOR Margin
--------------------------------------------------------------------------------
is  adjusted.
-------------

                    The  Prime  Margins,  the  LIBOR  Margins,  the  Commitment
                    -----------------------------------------------------------
Margins,  and  the  L/C  fees  are  as  follows:
------------------------------------------------

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
           FUNDED DEBT RATIO             PRIME   LIBOR   COMMITMENT   L/C FEE

---------------------------------------  ------  ------  -----------  --------
<S>                                      <C>     <C>     <C>          <C>
less than 1.00:1.00                        0.0%   1.50%        0.15%     1.25%

---------------------------------------  ------  ------  -----------  --------
less than 1.50:1.00 but greater than or  0.125%   1.75%        0.25%    1.375%
equal to 1.00:1.00

---------------------------------------  ------  ------  -----------  --------
less than 2.00:1.00 but greater than or   0.25%   2.00%        0.30%     1.50%
equal to 1.50:1.00

---------------------------------------  ------  ------  -----------  --------
less than or equal to 2.50:1.00 but       0.50%   2.25%        0.40%     1.75%
greater than or equal to 2.00:1.00

---------------------------------------  ------  ------  -----------  --------
greater than 2.50:1.00                    0.50%   2.25%        0.40%     1.75%

------------------------------------------------------------------------------
</TABLE>

                    The  Prime  Margin, LIBOR Margin, Commitment Margin, and L/C
                    ------------------------------------------------------------
Fee  shall  be based upon the Borrower's Funded Debt Ratio (defined in paragraph
--------------------------------------------------------------------------------
0)  determined  on  a  rolling  four quarter basis from the Borrower's financial
--------------------------------------------------------------------------------
statements delivered to Bank and adjusted, if necessary, on the first day of the
--------------------------------------------------------------------------------
second  month  after  Bank's  receipt  of  financial  statements  that  show  an
--------------------------------------------------------------------------------
adjustment  is  necessary.
--------------------------


                                       12
<PAGE>
                    Borrower's  Funded  Debt  Ratio  shall  be  the  ratio  of
                    ----------------------------------------------------------
Borrower's  Funded  Debt to four quarter rolling EBITDA.  The term "Funded Debt"
--------------------------------------------------------------------------------
shall  mean,  as of the date of determination as applied to Borrower, the sum of
--------------------------------------------------------------------------------
(i)  all  indebtedness  of  Borrower  owing to third parties for money borrowed,
--------------------------------------------------------------------------------
including capitalized leases of Borrower having a final maturity of one (1) year
--------------------------------------------------------------------------------
or  more  from  the date of creation (including that portion of the principal of
--------------------------------------------------------------------------------
such  indebtedness due within one (1) year from the date of such determination),
--------------------------------------------------------------------------------
(ii)  any  indebtedness  of  the Borrower having a final maturity within one (1)
--------------------------------------------------------------------------------
year  from  such  date  which  may  be  renewed or extended at the option of the
--------------------------------------------------------------------------------
Borrower  for  more  than  one  (1)  year  from such date, (iii) the outstanding
--------------------------------------------------------------------------------
balance  of  the Revolving Loans, (iv) all obligations for the deferred purchase
--------------------------------------------------------------------------------
price of any property or assets, including, without limitation, operating leases
--------------------------------------------------------------------------------
for  such  purpose  (excluding trade payables), (v) all obligations for deferred
--------------------------------------------------------------------------------
closure/post  closure,  and  (vi) all obligations of Borrower created or arising
--------------------------------------------------------------------------------
with respect to property or assets acquired under any conditional sales contract
--------------------------------------------------------------------------------
or  other title retention agreement or incurred as financing, less the amount of
--------------------------------------------------------------------------------
Borrower's  short  term  investments  as of the date of determination.  The term
--------------------------------------------------------------------------------
"EBITDA"  shall  mean,  for  any  period,  as  applied  to  Borrower, the sum of
--------------------------------------------------------------------------------
Borrower's  Income  from Operations (consistent with GAAP and as reported in the
--------------------------------------------------------------------------------
Company's filings with the Securities and Exchange Commission), plus  the sum of
--------------------------------------------------------------------------------
the  following  items  to  the  extent  they were deducted to compute Borrower's
--------------------------------------------------------------------------------
Income  from  Operations:   non-cash  accretion  of  closure/post-closure
-------------------------------------------------------------------------
obligations,  plus  depreciation,  plus  amortization,  plus  other  non-cash
-----------------------------------------------------------------------------
charges.
--------

               REVOLVING  NOTE.  All Revolving Loans made by the Bank under this
Agreement  shall be evidenced by a single promissory note of the Borrower in the
stated  principal  amount  of  the  Commitment  Amount  executed  by  Borrower
substantially  in  the  form  of  Exhibit  0  (the  "Revolving  Note").

               REPAYMENT.  Interest  accrued  on  Prime Revolving Loans and Base
Rate  Loans  shall  be paid on or before the 10th day of each month in an amount
equal  to  the  interest accrued as of the last day of the immediately preceding
month.  Interest  accrued on LIBOR Revolving Loans shall be paid on the last day
of  the  Interest  Period  with  respect thereto and, in the case of an Interest
Period  greater than three months (if such an Interest Period is permitted under
this  Agreement),  at three month intervals after the first day of such Interest
Period.  All  outstanding  principal and accrued interest of the Revolving Loans
shall  be  paid  in  full  on  the  Maturity  Date.

               COMMITMENT  FEE.  The Borrower shall pay to the Bank a commitment
fee  on  the average daily unused portion of the Commitment Amount from the date
of  this  Agreement  until  the  Maturity  Date  at  the  per  annum rate of the
Commitment  Margin  set  forth  in  paragraph 0, payable in arrears on the first
Business  Day of each of Borrower's fiscal quarter during the term of the Bank's
commitment  to  make  Revolving  Loans  and  on  the  Maturity  Date.

               ORIGINATION  FEE.  The Borrower shall pay Bank an origination fee
for  the  Revolving  Loans  in the amount of Sixteen Thousand Dollars ($16,000).
The  origination  fee  shall  be  paid  on  the  date  of  this  Agreement.  The
origination  fee  shall  represent  an  unconditional  payment  to  Bank  in
consideration of Bank's agreement to extend financial accommodations to Borrower
pursuant  to  this  Agreement.

               USE  OF  PROCEEDS.  The  proceeds of the Revolving Loans shall be
used  by  the  Borrower  to  provide financing for Borrower's Accounts and other
working  capital needs.  The Borrower shall not, directly or indirectly, use any
part of such proceeds for the purpose of purchasing or carrying any margin stock
within  the  meaning  of  Regulation  U of the Board of Governors of the Federal
Reserve  System  or to extend credit to any person for the purpose of purchasing
or  carrying  any  such  margin  stock,  or for any purpose that violates, or is
inconsistent  with,  Regulation  X  of  such  Board  of  Governors.


                                       13
<PAGE>
          LETTERS  OF  CREDIT.  Subject  to  the  terms  and  conditions of this
Agreement,  as  a  subfeature  of  the Revolving Loans, Bank shall issue for the
account  of  Borrower  from time to time until the Maturity Date such standby or
commercial  letters  of  credit  to  be  used  by Borrower for general corporate
purposes  (individually  a  "Letter  of Credit" and collectively the "Letters of
Credit")  as  Borrower  may request under this Section.  Subject to the terms of
this Agreement, Letters of Credit may be drawn, reimbursed, or returned undrawn,
as  applicable,  up  to  and  including the Maturity Date.  At no time, however,
shall  the  total  face  amount  of  all Letters of Credit outstanding, less any
partial  draws  under  such  Letters  of  Credit  exceed  the  Letter  of Credit
Commitment  Amount.

               APPLICATIONS.  Prior to issuance of each Letter of Credit, and in
all events prior to any daily cutoff time Bank may have established for purposes
thereof,  Borrower  shall  deliver  to  Bank  an  executed standard Bank form of
application  for  issuance  of  a  letter  of  credit with such other documents,
instruments  and  agreements  as  Bank  may  reasonably  require.

               FACILITY TERMINATION.  The commitment by Bank to issue Letters of
Credit  shall,  unless  earlier  terminated in accordance with the terms of this
Agreement,  automatically  terminate  on the Maturity Date.  No Letter of Credit
shall  expire  on  a  date  that is after the Maturity Date without Bank's prior
written  approval.

               FEES.  Borrower  shall  pay Bank, on demand, Bank's standard fees
for  issuing  or  administering  a commercial Letter of Credit.  With respect to
each  standby  Letter  of Credit, Borrower shall pay Bank a fee equal to the L/C
Fee  (set  forth  in  paragraph 0) per annum of the face amount of the Letter of
Credit,  payable  quarterly  in  advance.

               FORM.  Each  Letter  of  Credit shall be subject to the terms and
conditions  of  the  application and agreement submitted to Bank by Borrower and
otherwise  in form and substance reasonably satisfactory to Bank and in favor of
beneficiaries  reasonably  satisfactory  to  Bank.  Bank  may, in its reasonable
discretion,  refuse  to  issue  a  Letter  of  Credit  due  to the nature of the
transaction  or  its terms or in connection with any transaction where Bank, due
to  the beneficiary or the nationality or residence of the beneficiary, would be
prohibited  by  any applicable law, regulation or order from issuing such Letter
of  Credit.  In all cases, however, the Bank shall use its best efforts to issue
a  Letter  of  Credit  reasonably  acceptable  to  Bank  and  Borrower.

               REIMBURSEMENT.  Immediately  after  the  payment  by  Bank of any
drawing  under  any  Letter  of  Credit (a "Drawing Payment") and not later than
12:00  noon  (Boise,  Idaho  time) on the date of such Drawing Payment, Borrower
shall  make  or cause to be made a payment in the amount of such Drawing Payment
(a  "Reimbursement  Payment")  to  Bank.  Borrower  may, to the extent Revolving
Loans  then  are  available under this Agreement, make any Reimbursement Payment
with  the  proceeds  of  a Revolving Loan.  Bank may, if it so elects (but shall
have no obligation to), treat any Drawing Payment as a Prime Loan.  The right of
Bank  to  treat  a  Drawing Payment as a Prime Loan shall not be affected by the
occurrence  or  existence  of  any  Event of Default, the failure of Borrower to
satisfy  any  conditions  precedent  to  a  Loan,  or  any other circumstance or
condition.

               REIMBURSEMENT  OBLIGATIONS  ABSOLUTE.  The obligation of Borrower
to  reimburse  Bank  for  Drawing  Payments  (such  obligation  referred to as a
"Reimbursement  Obligation")  shall  be absolute, unconditional and irrevocable,
and  shall  be performed strictly in accordance with the terms of this Agreement
and  any  Letter  of  Credit  agreement.


                                       14
<PAGE>
          METHOD  OF  PAYMENT.  All  payments  shall  be  made  to  Bank  at its
Corporate Banking office in Boise, Idaho in lawful money of the United States in
immediately  available  funds.  Bank  shall send Borrower a monthly statement of
the  amount  of interest accrued during the preceding month.  No checks, drafts,
or  other instruments received by Bank purportedly in satisfaction of any of the
Obligations  shall  constitute payment thereof unless and until such instruments
have  actually  been  collected.  All  payments received after 11:00 a.m. Boise,
Idaho time shall be considered to have been received the next Business Day.  The
Borrower  authorizes the Bank, if and to the extent payment is not made when due
under  any Loan Document, to charge from time to time against any account of the
Borrower  with  the Bank any amount so due.  In case the due date of any payment
falls on a day that is not a Business Day, such payment shall instead be due the
next  succeeding  Business Day, and interest shall continue to accrue.  Bank may
note  the  date,  amount  and interest rate (and Interest Period with respect to
LIBOR  Loans)  of  each  Loan  and  each  payment of principal and interest with
respect  hereto  in  Bank's  books and records (either manually or by electronic
entry),  which  notation  shall be conclusive evidence of the information noted,
absent  manifest  error.  Unless otherwise agreed or required by applicable law,
payments  will  be  applied  first  to  any unpaid collection costs and any late
charges,  then  to  any  unpaid interest, and any remaining amount to principal.

          PREPAYMENTS.  The  Borrower  may prepay any or all Prime Loans without
penalty or premium.  A LIBOR Loan may be prepaid in whole or in part only on the
last  day of the Interest Period for such Loan, unless Borrower pays to Bank the
prepayment  funding  loss  indemnification  pursuant  to  Section  0.

          LATE  CHARGES AND DEFAULT INTEREST.  If Bank has not received the full
amount  of  any  payment by the end of fifteen (15) calendar days after the date
due,  including the balance due at maturity, Borrower shall pay a late charge to
Bank  in  the  amount  of  five percent (5%) of the overdue payment of principal
and/or  interest.  Borrower shall pay the late charge promptly, but only once on
each  late  payment.  In  addition  to  any late charges that may be assessed as
herein provided, the outstanding balance of the Loans after the occurrence of an
Event  of Default shall accrue interest from the date of the Event of Default at
the rate equal to four (4) percentage points per annum in excess of the interest
rate  that  would  otherwise be charged if no Event of Default existed.  If Bank
shall  waive  in  writing  or  Borrower  shall  cure  such Event of Default, the
interest rate shall revert to the non-default rate from and after such waiver or
completion  of  such  cure,  until  another  such  Event  of  Default.

          ADDITIONAL  INTEREST  RATE  PROVISIONS.

               UNAVAILABLE  LIBOR  LOANS.  If  Bank shall have determined (which
determination  shall be conclusive and binding) that for any reason adequate and
reasonable  means do not exist for ascertaining the Adjusted LIBOR Interest Rate
for any or all Interest Periods, Bank shall give notice of such determination to
the Borrower.  If such notice is given, and until such notice has been withdrawn
by  Bank,  no additional LIBOR Loans for such Interest Periods shall be made and
no  additional  conversions  of  Loans  to LIBOR Loans for such Interest Periods
shall  be  permitted,  and  at  the  end  of the Interest Period relating to any
outstanding  LIBOR  Loans  such  Loans  shall  become  Prime  Loans.

               UNLAWFUL  LIBOR  LOANS.  Notwithstanding  any  other  provisions
herein,  if  any law, treaty, rule or regulation, or determination of a court or
other  governmental authority, or any change therein or in the interpretation or
application  thereof,  shall  make  it  unlawful  for  Bank  to  make


                                       15
<PAGE>
or  maintain  LIBOR  Loans  as contemplated by this Agreement, the obligation of
Bank  hereunder  to  make  LIBOR  Loans  shall  forthwith  be  canceled, and, if
required,  each  LIBOR  Loan  then  outstanding shall immediately become a Prime
Loan.

               INCREASED  COST.  In  the event that any adoption or modification
of  any  law,  treaty, rule, or regulation, or determination of a court or other
governmental  authority, or that any change in the interpretation or application
thereof, which adoption, modification or change becomes effective after the date
hereof,  or  in  the event that compliance by Bank with and request or directive
issued  after  the date hereof (whether or not having the force of law) from any
governmental  authority:

                    A.     does  or  shall  subject  Bank  or any of its foreign
offices to any tax of any kind whatsoever with respect to the Loan Documents, or
changes  the basis of taxation of payments to Bank of principal, interest, fees,
or  any other amount payable hereunder (except for changes in the rate of tax on
the  overall  net  income  of  Bank);  or

                    B.     does  or shall impose, modify, or hold applicable any
reserve,  special  deposit,  compulsory  loan,  FDIC  insurance,  or  similar
requirement  against assets held by, deposits or other liabilities in or for the
account  of,  advances  or  loans  by,  other  credit  extended  by or any other
acquisition  of funds by any office of Bank (other than to the extent previously
taken  into  account  in  determining  the Prime Rate or statutory reserves); or

                    C.     does or shall impose on Bank any other condition; and
the  result  of  any of the foregoing is to increase the cost to Bank of making,
renewing, or maintaining the loans hereunder, or to reduce any amount receivable
thereunder  or  under  any  of  the  Loan Documents; then, in any such case, the
Borrower  shall promptly pay to Bank, upon demand, such amount or amounts as may
be  necessary  to  compensate  Bank  for  any  additional cost or reduced amount
received.  Bank  shall deliver to the Borrower a written statement of the losses
or expenses sustained or incurred, and any reasonable allocation made by Bank of
such losses and expenses shall be conclusive, absent manifest error.  Bank shall
promptly  notify  the Borrower of any event of which it has knowledge, occurring
after the Closing Date, which event will entitle Bank to compensation under this
Section.

               COMPUTATION  OF  INTEREST.  The  actual interest to be charged on
the  Loans  shall  be  computed  daily on the outstanding balance for the actual
number  of  days  elapsed on the basis of a year consisting of 360 days.  Should
the rate of interest exceed that allowed by law, the applicable rate of interest
will  be  the  maximum  rate of interest lawfully allowed.  The principal amount
outstanding  on  which the interest rate(s) shall be charged shall be determined
from the Bank's records, which shall at all times be conclusive, absent manifest
error.

          LIBOR LOAN EXTENSIONS AND CONVERSIONS.  So long as no Event of Default
has  occurred  and is continuing and subject to the terms and conditions hereof,
the  Borrower  may  extend  a  LIBOR  Loan beyond its current Interest Period by
giving  Bank  a  LIBOR  Loan  Request  for the extension.  The Borrower may also
convert any Prime Loan into a LIBOR Loan by giving Bank a LIBOR Loan Request for
the  conversion.  Unless  Bank  receives  notice  of  a  proposed  extension  or
conversion as and when required hereunder, then at the end of an Interest Period
for  a  LIBOR  Loan  such  Loan  shall  automatically  convert  to a Prime Loan.

          MINIMUM  LIBOR  LOAN  REQUIREMENTS.  Each  LIBOR  Loan  shall  be in a
minimum  amount  of Two Hundred Fifty Thousand Dollars ($250,000).  No Revolving
Loan  shall  be  made  as,  extended as, or converted into, a LIBOR Loan with an
Interest  Period  that  ends  after  the


                                       16
<PAGE>
Maturity  Date.  No  part  of  the  Term  Loan shall be made as, extended as, or
converted  into,  a  LIBOR Loan with an Interest Period that ends after the Term
Loan  Maturity  Date.  No  part  of  the  Loan shall be made as, extended as, or
converted  into,  a  LIBOR  Loan  with  an  Interest  Period that ends after the
Maturity  Date.  No  more  than  six (6) LIBOR Loans shall be outstanding at one
time.

          FUNDING  LOSS  INDEMNIFICATION.  The Borrower shall indemnify and hold
Bank  free  and  harmless from any loss or expense (including without limitation
any  loss  or  expense  incurred by reason of the liquidation or redeployment of
deposits  or  other  funds  acquired by Bank to fund or maintain any LIBOR Loan)
that  Bank  may  incur  as  a  result  of  (i)  the Borrower's failure to make a
borrowing,  conversion, or extension with respect to a LIBOR Loan after making a
request  therefor;  (ii) a prepayment (whether optional or mandatory) of a LIBOR
Loan  prior  to  the  expiration  of  a  related  Interest Period, and (iii) the
conversion  of  a  LIBOR  Loan  as  a  result  of any of the events indicated in
paragraph  0.  At  the election of Bank such losses shall be conclusively deemed
to  consist  of  an  amount  equal  to:

               (i)     The  interest  that  would  have  been  received from the
Borrower on the amounts during the Interest Period (or remaining portion thereof
in question) had the Borrower not prepaid, repaid, or failed to borrow, convert,
or  extend,  such  funds,  as  the  case  may  be,  minus

               (ii)    The  return  that Bank could  have obtained had it placed
such  funds  on  deposit  in the interbank dollar market selected by Bank in its
sole  discretion on the date of such prepayment, repayment or failure to borrow,
convert,  or  extend  as the case may be, and such funds had remained on deposit
until  the  end  of  the  applicable  Interest  period.

          TAXES ON PAYMENTS.  All payments made by Borrower under this Agreement
and  the  other  Loan  Documents  shall  be  made free and clear of, and without
deduction  or  withholding  for  or on account of, any present or future income,
stamp  or  other  taxes,  levies,  imposts, duties, charges, fees, deductions or
withholdings ("Taxes"), now or hereafter imposed, levied, collected, withheld or
assessed  by  any  governmental authority (except net income taxes and franchise
taxes  in  lieu  of net income taxes imposed on Bank as a result of a present or
former  connection  between  the  jurisdiction  of  the  governmental  authority
imposing  such  tax  on  Bank,  excluding  a connection arising solely from Bank
having  executed,  delivered, or performed its obligations or received a payment
under,  or  enforced, this Agreement or the other Loan Documents).  If any Taxes
are  required  to  be  withheld  from any amounts payable to Bank under any Loan
Document,  the  amounts  so  payable  to  Bank  shall be increased to the extent
necessary  to  yield  to  Bank (after payment of all Taxes) interest or any such
other amounts payable hereunder at the rates or in the amounts specified in this
Agreement  and  the  other  Loan  Documents.

                              CONDITIONS PRECEDENT

          INITIAL  ADVANCE.  The  obligation of Bank to make the initial Loan to
the  Borrower  under  this Agreement is subject to the conditions precedent that
Bank  shall  have  received  on  or  before  the  day  of  such loan each of the
following,  in  form  and  substance satisfactory to Bank and its legal counsel:

               REVOLVING  NOTE.  The  Revolving  Note  executed by the Borrower.

               GUARANTY.  A  reaffirmation  of  each Guarantor's guaranty of the
Obligations.


                                       17
<PAGE>
               NEW  GUARANTIES.  A  guaranty of the Obligations executed by each
new  Guarantor.

               EVIDENCE  OF  INSURANCE.  Evidence of the insurance Borrower must
maintain  in  accordance  with  the  Loan  Documents.

               OPINION  OF  COUNSEL  FOR  BORROWER  AND  GUARANTOR.  A favorable
opinion  of  counsel  for  Borrower  and Guarantor, in substantially the form of
Exhibit  0  and  as  to  such  other  matters  as  Bank  may reasonably request.

               EVIDENCE  OF  ALL CORPORATE ACTION BY BORROWER.  Certified copies
of all corporate action taken by Borrower authorizing its execution and delivery
of  the  Loan Documents and each other document to be delivered pursuant to this
Agreement  and  its  performance  of  its  agreements  thereunder.

               CERTIFICATES  OF  EXISTENCE  FOR  BORROWER.  Certificates  of
existence  or good standing dated a reasonable date before the effective date of
this  Agreement  showing that the Borrower is in good standing under the laws of
the  state  of  its  incorporation  and  all  other  states in which it is doing
business.

               ARTICLES  OF INCORPORATION AND BYLAWS OF BORROWER.  Copies of the
articles  of  incorporation  and  bylaws  of Borrower certified by an officer of
Borrower  to  be  true  and  correct.

               EVIDENCE  OF ALL CORPORATE ACTION BY GUARANTOR.  Certified copies
of  all  corporate  action taken by each Guarantor authorizing its execution and
delivery  of  the  Guaranty  and  the  performance of its agreements thereunder.

               CERTIFICATES  OF  EXISTENCE  FOR  GUARANTOR.  Certificates  of
existence  or good standing dated a reasonable date before the effective date of
this Agreement showing that each Guarantor is in good standing under the laws of
the  state  of  its  incorporation  and  all  other  states in which it is doing
business.

               ARTICLES OF INCORPORATION AND BYLAWS OF GUARANTOR.  Copies of the
articles  of  incorporation and bylaws of each Guarantor certified by an officer
of  the  Guarantor  to  be  true  and  correct.

               CERTIFICATES OF ASSUMED BUSINESS NAME. Copies of all certificates
of  assumed  business  name,  if  any,  filed  by  Borrower.

               LETTER  TO  ACCOUNTANTS.  A  letter  in  the form of Exhibit 0 to
Borrower's  outside  auditors  (which  letter Borrower shall also deliver to any
subsequent outside auditors hired by Borrower, all of which shall be independent
certified public accountants acceptable to Bank):  (1) instructing such auditors
to  send  to  Bank copies of all final financial statements and reports that are
prepared  as  a  result  of  any audit or other review of Borrower's operations,
finances,  or  internal  controls,  including  any reports dealing with improper
accounting practices, defalcations, financial reporting errors, or misstatements
or  fraud; (2) authorizing such auditors to, upon Bank's request, meet with Bank
to  discuss  said financial statements and any questions regarding same; and (3)
advising  such  auditors  that  one  of  the  principal  purposes of the audited
financial  statements which they may be asked to prepare is to provide Bank with
information  regarding  Borrower's  financial  condition.


                                       18
<PAGE>
               PUBLIC  RECORD  SEARCHES.  Uniform  Commercial  Code  financing
statement  searches,  federal  and  state  income  tax  lien  searches, judgment
searches,  or other similar searches on Borrower and any other Persons that Bank
may  require  and  in  such  form  as  Bank  may  require.

               PAYMENT  OF  ORIGINATION  FEE.  Payment of the origination fee as
required  by  Section  0  of  this  Agreement.

               ADDITIONAL  DOCUMENTS.  Such  additional  approvals, opinions, or
documents  as  Bank  may  reasonably  request.

          ALL  ADVANCES.  The  obligation  of  Bank to make each Loan under this
Agreement  shall  be  subject  to  the  following  conditions  precedent:

               TAKE-DOWN  CERTIFICATION.  The following statements shall be true
on  the  date  of  each  loan,  and,  if  requested by Bank, Borrower shall have
delivered  to  Bank  a  certificate  signed  by a duly authorized officer of the
Borrower,  certifying  to  Bank  the  truth  of  the  following  statements:

                    (a)     The representations and warranties contained in this
Agreement  and  in  the Loan Documents are correct on and as of the date of such
loan  as  though  made  on  and  as  of  such  date.

                    (b)     No  Event of Default has occurred and is continuing,
or  would  result  from  such  loan.

               OTHER  DOCUMENTS.  Bank shall have received such other approvals,
opinions,  or  documents  as  Bank  may  reasonably  request.

                         REPRESENTATIONS AND WARRANTIES

          In  order  to induce the Bank to enter into this Agreement and to make
the  loans  as  provided  in  this  Agreement,  the Borrower makes the following
representations  and  warranties  to  the Bank, which shall survive execution of
this  Agreement:

          ORGANIZATION,  GOOD  STANDING,  AND  DUE  QUALIFICATION.  Borrower was
organized under the Delaware General Corporation Law and exists in good standing
under  the  laws  of  the  jurisdiction of its organization with power under the
Delaware  General Corporation Law to own or lease its assets and to transact the
business  in  which  it  is  now engaged or proposed to be engaged.  Borrower is
qualified  to  transact business as a foreign corporation in good standing under
the  laws  of  each  other jurisdiction in which such qualification is required.
Each  of  Borrower's  Subsidiaries  and  each  Guarantor was organized under the
general  business  corporation  law  of the jurisdiction of its organization and
exists  in  good standing under the laws of the jurisdiction of its organization
with  power  under  the general business corporation law of such jurisdiction to
own  or lease its assets and to transact the business in which it is now engaged
or  proposed  to be engaged.  Each of Borrower's Subsidiaries and each Guarantor
is  qualified  to  transact  business  as a foreign corporation in good standing
under  the  laws  of  each  other  jurisdiction  in  which such qualification is
required.

          POWER  AND  AUTHORITY.  Borrower  has  authorized  the  execution  and
delivery of the Loan Documents to which it is a party and the performance of its
agreements  thereunder  by  all


                                       19
<PAGE>
necessary  corporate  action  under  the Delaware General Corporation Law.  Each
Guarantor  has  authorized  the  execution and delivery of the Loan Documents to
which  it  is  a  party  and the performance of its agreements thereunder by all
necessary  corporate  action  under  the general business corporation law of the
jurisdiction of its organization.  Borrower's and each Guarantor's execution and
delivery of the Loan Documents to which it is a party and the performance of its
respective  obligations  thereunder will not (1) require any consent or approval
of the shareholders of Borrower or the Guarantor that has not been obtained; (2)
violate  Borrower's  or the Guarantor's certificate or articles of incorporation
(however  denominated);  (3) violate any provision of any law, rule, regulation,
order,  writ, judgment, injunction, decree, determination, or award presently in
effect having applicability to Borrower or the Guarantor; (4) result in a breach
of  or  constitute  a default under any indenture or loan or credit agreement or
any  other agreement, lease, or instrument to which Borrower or a Guarantor is a
party  or  by  which it or its properties may be bound or affected; or (5) cause
Borrower  or a Guarantor to violate any such law, rule, regulation, order, writ,
judgment, injunction, decree, determination, or award or be in default under any
such  indenture,  agreement,  lease,  or  instrument.

          LEGALLY  ENFORCEABLE  AGREEMENT.  This  Agreement  is, and each of the
other  Loan  Documents  to  which  Borrower is a party when delivered under this
Agreement  will  be,  legal,  valid,  and  binding  obligations of the Borrower,
enforceable  against  the  Borrower,  in accordance with their respective terms,
except  to  the  extent  that  such  enforcement  may  be  limited by applicable
bankruptcy,  insolvency,  and  other  similar  laws  affecting creditors' rights
generally.  Each  Guaranty  and  other  Loan  Document to which a Guarantor is a
party  when delivered under this Agreement will be the legal, valid, and binding
obligation  of  the  applicable  Guarantor, enforceable against the Guarantor in
accordance  with  their terms, except to the extent that such enforcement may be
limited  by  applicable bankruptcy, insolvency, and other similar laws affecting
creditors'  rights  generally.

          FINANCIAL  STATEMENTS.  All  financial  statements  and  information
relating  to  Borrower,  any  Subsidiary,  any  Affiliate  of  Borrower, and any
Guarantor  that  have  been  delivered  by  Borrower  or a Guarantor to Bank are
complete  and  correctly  and  fairly  present  the  financial  condition of the
Borrower,  the  Subsidiary,  the  Affiliate  of  Borrower,  or the Guarantor, as
applicable, as of the date of such statements and information and the results of
the  operations  of  the Borrower and the affiliates of Borrower for the periods
covered  by  such  statements,  all in accordance with GAAP (subject to year-end
adjustments in the case of the interim financial statements).  There has been no
material  adverse change in the financial condition of Borrower, an Affiliate of
Borrower,  or  a  Guarantor since the date of the most recent of such applicable
financial statements submitted to Bank.  There are no liabilities of Borrower, a
Subsidiary,  or  a Guarantor, fixed or contingent, that are material but are not
reflected  in  the  financial  statements  or  in  the notes thereto, other than
liabilities  arising  in  the  ordinary course of business since the date of the
most  recent  of  such  applicable  financial  statements submitted to Bank.  No
information,  exhibit,  or  report  furnished  by  the  Borrower  to the Bank in
connection  with  the  negotiation  of  this  Agreement  contained  any material
misstatement  of  fact or omitted to state a material fact or any fact necessary
to  make  the  statement  contained  therein  not  materially  misleading.

          LABOR  DISPUTES  AND  CASUALTIES.  Except  as  disclosed in Borrower's
Forms  10K  and 10Q filed with the Securities and Exchange Commission and copies
of  which have been delivered to Bank, neither the businesses nor the properties
of  the  Borrower  or  any Subsidiary or any Guarantor are affected by any fire,
explosion,  accident,  strike,  lockout, or other labor dispute, drought, storm,
hail, earthquake, embargo, act of God, or other casualty (whether or not covered
by  insurance),  materially


                                       20
<PAGE>
and  adversely  affecting  such businesses or properties or the operation of the
Borrower  or  the  Subsidiary  or  the  Guarantor.

          OTHER  AGREEMENTS.  No  event  has  occurred  and  is  continuing that
constitutes  or  that,  with  the giving of notice or the lapse of time or both,
could  constitute,  an  event  of  default  or  a default under any agreement or
guaranty  to  which  the Borrower or any Subsidiary or any Guarantor is a party,
and  no  such  event  will  occur  upon  the  making  of  the  loans  hereunder.

          NO  LITIGATION.  Except  as  disclosed in Borrower's Forms 10K and 10Q
filed  with the Securities and Exchange Commission and copies of which have been
delivered to Bank, there is no pending action or proceeding against or affecting
the  Borrower  or any Subsidiary or any Guarantor before any court, governmental
agency,  or  arbitrator, that would have a reasonable possibility to, in any one
case  or  in the aggregate, materially adversely affect the financial condition,
operations,  properties,  or  business  of  the  Borrower  or the ability of the
Borrower or any Subsidiary or any Guarantor to perform its obligations under the
Loan  Documents  to  which  it  is  a  party.

          NO  DEFAULTS  ON OUTSTANDING JUDGMENTS OR ORDERS.  Except as disclosed
in  Borrower's  Forms  10K  and  10Q  filed  with  the  Securities  and Exchange
Commission,  copies  of  which  have  been delivered to Bank, the Borrower, each
Subsidiary,  and  each  Guarantor  have  satisfied all judgments against it, and
neither  the  Borrower  nor  any Subsidiary nor any Guarantor is in default with
respect  to  any  judgment, writ, injunction, decree, rule, or regulation of any
court,  arbitrator,  or  federal,  state,  municipal,  or  other  governmental
authority,  commission,  board,  bureau, agency, or instrumentality, domestic or
foreign.

          OWNERSHIP  AND  LIENS.  The Borrower and each Subsidiary has title to,
or  valid  leasehold  interests  in,  all of its properties and assets, real and
personal,  and  none  of  such  properties and assets owned by the Borrower or a
Subsidiary and none of their leasehold interests are subject to any Lien, except
Permitted  Liens.

          EMPLOYEE  BENEFITS.  The Borrower and each Subsidiary is in compliance
in  all  material  respects  with all applicable provisions of ERISA.  Neither a
Reportable  Event  nor  a  Prohibited Transaction has occurred and is continuing
with respect to any Plan; no notice of intent to terminate a Plan has been filed
nor has any Plan been terminated; no circumstances exist that constitute grounds
entitling  the  PBGC to institute proceedings to terminate, or appoint a trustee
to administer, a Plan, nor has the PBGC instituted any such proceedings; neither
Borrower  nor  any  Commonly  Controlled  Entity  has  completely  or  partially
withdrawn  from  a Multiemployer Plan; the Borrower and each Commonly Controlled
Entity  have  met their minimum funding requirements under ERISA with respect to
all  of their Plans and the present value of all vested benefits under each Plan
does  not  exceed  the  fair  market  value of all Plan assets allocable to such
benefits,  as  determined  on  the most recent valuation date of the Plan and in
accordance  with  the  provisions  of  ERISA;  and  neither the Borrower nor any
Commonly  Controlled  Entity has incurred any liability to the PBGC under ERISA.

          OPERATION OF BUSINESS.  To the best of Borrower's knowledge, Borrower,
each Subsidiary, and each Guarantor possesses all licenses, permits, franchises,
patents,  copyrights, trademarks, and trade names, or rights thereto, to conduct
its  businesses  substantially  as now conducted and as presently proposed to be
conducted,  and  the  Borrower,  each  Subsidiary,  and each Guarantor is not in
violation  of  any  valid rights of others with respect to any of the foregoing.
Borrower,  each


                                       21
<PAGE>
Subsidiary,  and each Guarantor has filed, and will file in the future, with the
appropriate  governmental  entities  all  assumed  business  name  certificates
necessary  or  required  to  conduct  its  businesses.

          TAXES.  The  Borrower,  each Subsidiary, and each Guarantor have filed
all  tax  returns (federal, state, and local) required to be filed and have paid
all  taxes,  assessments, and governmental charges and levies thereon to be due,
including  interest  and  penalties,  except  those  presently  being  or  to be
contested  by  Borrower,  a  Subsidiary,  or  a  Guarantor  in good faith in the
ordinary  course  of business and for which adequate reserves have been provided
in  Bank's  reasonable  judgment.

          DEBT.  EXHIBIT  0  is  a  complete  and  correct  list  of  all credit
agreements,  indentures,  purchase  agreements,  guaranties, capital leases, and
other  investments,  agreements,  and arrangements presently in effect providing
for  or  relating to extensions of credit (including agreements and arrangements
for the issuance of letters of credit or for acceptance financing) in respect of
which  the  Borrower or any Subsidiary is in any manner directly or contingently
obligated;  and the maximum principal or face amounts of the credit in question,
which  are  outstanding  and which can be outstanding, are correctly stated, and
all  Liens  of  any  nature given or agreed to be given as security therefor are
correctly  described  or  indicated  in  such  Exhibit.

          ENVIRONMENTAL  MATTERS.  To  the  best  of its knowledge and except as
disclosed in Borrower's Forms 10K and 10Q filed with the Securities and Exchange
Commission  and  copies  of  which have been delivered to Bank, the Borrower and
each  Subsidiary  has  materially complied with, and its businesses, operations,
assets,  equipment,  property,  leaseholds or other facilities are in compliance
with, the provisions of the Environmental Laws and all other federal, state, and
local environmental, health and safety laws, codes and ordinances, and all rules
and  regulations  promulgated  thereunder.  The Borrower and each Subsidiary has
been  issued  and  will maintain all required federal, state, and local permits,
licenses,  certificates,  and  approvals  relating  to  (1)  air  emissions; (2)
discharges  to  surface  water or groundwater; (3) noise emissions; (4) solid or
liquid  waste  disposal;  (5)  the  use, generation, storage, transportation, or
disposal  of Hazardous Substances; or (6) other environmental, health, or safety
matters.  Except  as  disclosed  in  Borrower's Forms 10K and 10Q filed with the
Securities  and  Exchange  Commission and copies of which have been delivered to
Bank,  neither Borrower nor any Subsidiary has received notice of, nor knows of,
or  suspects  facts  that  might  constitute  any  material  violations  of  an
Environmental  Law  or any other federal, state, or local environmental, health,
noise  emission,  or  safety  laws,  codes,  or  ordinances  and  any  rules  or
regulations  promulgated  thereunder with respect to its businesses, operations,
assets,  equipment,  property,  leaseholds, or other facilities.  To the best of
Borrower's knowledge, except in accordance with a valid governmental regulation,
permit,  license,  certificate, or approval, and except as previously disclosed,
there  has  been  no emission, spill, release, or discharge into or upon (1) the
air;  (2)  soils,  or  any  improvements  located  thereon; (3) surface water or
groundwater;  or  (4)  the  sewer, septic system or waste treatment, storage, or
disposal  system  servicing the premises of any Hazardous Substances or from the
premises.

          INVESTMENT  COMPANY  ACT.  Neither  Borrower  nor any Subsidiary is an
"investment  company"  or  a  company  "controlled"  by an "investment company",
within  the  meaning  of  the  Investment  Company  Act  of  1940,  as  amended.

          SUBSIDIARIES  AND  OWNERSHIP  OF  STOCK.  Set  forth in EXHIBIT 0 is a
complete  and  accurate  list  of  the Subsidiaries of the Borrower, showing the
jurisdiction  of  incorporation  of  each  and


                                       22
<PAGE>
showing  the  percentage of the Borrower's ownership of the outstanding stock of
each  Subsidiary.  All  of the outstanding capital stock of each such Subsidiary
has  been  validly  issued, is fully paid and nonassessable, and is owned by the
Borrower  free  and  clear  of  all  Liens.

                              AFFIRMATIVE COVENANTS

          The  Borrower  covenants  and agrees that so long as any Obligation is
outstanding  it  will  comply  with  the  following  provisions:

          MAINTENANCE  OF  EXISTENCE.  Borrower shall preserve and maintain, and
cause  each Subsidiary to preserve and maintain, its existence and good standing
in  the jurisdiction of its organization, and qualify and remain qualified, as a
foreign  corporation  in  each  jurisdiction  in  which  such  qualification  is
required.

          MAINTENANCE  OF  RECORDS.  Borrower  shall  keep,  and  cause  each
Subsidiary  to  keep,  adequate  records and books of account, in which complete
entries  will  be  made in accordance with GAAP consistently applied, reflecting
all  financial  transactions  of  the  Borrower.

          MAINTENANCE  OF  PROPERTIES.  Borrower  shall  maintain,  keep,  and
preserve,  and cause each Subsidiary to maintain, keep, and preserve, all of its
properties  (tangible  and intangible) necessary or useful in the proper conduct
of  its  business  in  good  working order and condition, ordinary wear and tear
excepted.

          CONDUCT  OF  BUSINESS.  Borrower  shall  continue,  and  cause  each
Subsidiary to continue, to engage in a commercially reasonable and efficient and
economical  manner  in businesses of the same general type as conducted by it on
the  date  of  this  Agreement.

          MAINTENANCE  OF  INSURANCE.  Borrower shall, at its expense, maintain,
and  cause  each  Subsidiary  to  maintain, insurance with financially sound and
reputable  insurance  companies  or  associations in such amounts, covering such
risks,  and  in such form as shall be consistent with the industry practices and
satisfactory  to  Bank.  Borrower,  upon  request of Bank, shall deliver to Bank
from time to time the policies or certificates of insurance in form satisfactory
to  Bank,  including  stipulations  that  coverages  will  not  be  canceled  or
diminished  without  at least thirty (30) days' prior written notice to Bank and
not including any disclaimer of the insurer's liability for failure to give such
a  notice.  If  Borrower  at  any time fails to obtain or maintain any insurance
required  under  the  Loan  Documents,  Bank may, but shall not be obligated to,
obtain  such  insurance  as  Bank  deems  appropriate.

          COMPLIANCE  WITH  LAWS.  Borrower  shall  comply,  and  cause  each
Subsidiary  to comply, in all material respects with all applicable laws, rules,
regulations,  and orders, such compliance to include, without limitation, paying
before  the  same  become  delinquent  all  taxes, assessments, and governmental
charges imposed upon it or upon its property, except for such taxes, assessments
or  charges  that are contested by Borrower or a Subsidiary in good faith in the
ordinary  course  of business and for which adequate reserves have been provided
in  Bank's  reasonable  judgment.

          RIGHT  OF INSPECTION.  Borrower shall, at any reasonable time and from
time  to  time  with  reasonable  notice,  permit  the  Bank  or  any  agent  or
representative  thereof  to  examine  and  make copies of and abstracts from the
records  and  books  of  account  of,  and  visit  the  properties  of,  the


                                       23
<PAGE>
Borrower  and any Subsidiary, and to discuss the affairs, finances, and accounts
of  the  Borrower  and  any  Subsidiary with any of its employees, officers, and
directors  and  the  Borrower's  independent  accountants.

          REPORTING  REQUIREMENTS.

               ANNUAL  FINANCIAL  STATEMENTS.  Borrower  shall  furnish  to Bank
within  one  hundred  twenty (120) days after the end of each fiscal year of the
Borrower,  consolidated and consolidating balance sheets of the Borrower and its
Subsidiaries  as  of  the  end  of  such  fiscal  year,  and  consolidated  and
consolidating statements of income and retained earnings of the Borrower and its
Subsidiaries for such fiscal year, and consolidated and consolidating statements
of  cash flows of the Borrower and its Subsidiaries for such fiscal year, all in
reasonable detail and stating in comparative form the respective figures for the
corresponding  date  and  period  in  the  prior fiscal year and all prepared in
accordance  with  GAAP consistently applied and audited by independent certified
public  accountants  selected  by  the  Borrower  and  acceptable  to  the Bank.

               MANAGEMENT LETTERS.  Borrower shall furnish to Bank promptly upon
receipt  thereof, copies of any reports submitted to the Borrower by independent
certified  public  accountants  in  connection with examination of the financial
statements  of  the  Borrower  made  by  such  accountants.

               NOTICE  OF  LITIGATION.  Borrower  shall furnish to Bank promptly
after  the  commencement  thereof, notice of all actions, suits, and proceedings
before  any court or governmental department, commission, board, bureau, agency,
or  instrumentality,  domestic  or  foreign,  affecting  the  Borrower  that, if
determined  adversely  to  the Borrower, could have a material adverse effect on
the  financial  condition,  properties,  or  operations  of  the  Borrower.

               NOTICE OF DEFAULTS AND EVENTS OF DEFAULT.  Borrower shall furnish
to Bank as soon as possible and in any event within five Business Days after the
occurrence  of each Event of Default, a written notice setting forth the details
of  such  Event  of  Default  and the action that is proposed to be taken by the
Borrower  with  respect  thereto.

               ERISA  REPORTS.  Borrower  shall  furnish  to  Bank  as  soon  as
possible,  and  in any event within thirty (30) days after the Borrower knows or
has  reason  to  know  that  any  circumstances  exist  that  constitute grounds
entitling the PBGC to institute proceedings to terminate a Plan subject to ERISA
with respect to the Borrower or any Commonly Controlled Entity, and promptly but
in  any  event  within  ten (10) Business Days of receipt by the Borrower or any
Commonly  Controlled  Entity of notice that the PBGC intends to terminate a Plan
or  appoint  a  trustee  to  administer  the same, and promptly but in any event
within ten (10) Business Days of the receipt of notice concerning the imposition
of  withdrawal liability with respect to the Borrower or any Commonly Controlled
Entity, a certificate of an authorized officer of the Borrower setting forth all
relevant  details and the action that the Borrower proposes to take with respect
thereto.

               REPORTS  TO  OTHER  CREDITORS.  Borrower  shall  furnish  to Bank
promptly  after  the  furnishing  thereof,  copies  of  any  statement or report
furnished  to any party pursuant to the terms of any indenture, loan, credit, or
similar  agreement  and  not  otherwise  required  to  be  furnished to the Bank
pursuant  to  any  other  clause  of  this  Section.


                                       24
<PAGE>
               SEC  REPORTS.  Borrower shall furnish to Bank as soon as possible
and  in any event within five (5) Business Days after the filing thereof, copies
of  all  regular, periodic, and special reports, and all registration statements
that  the  Borrower  or  any  Subsidiary  files with the Securities and Exchange
Commission  or  any  governmental authority that may be substituted therefor, or
with  any national securities exchange, including, without limitation, 10Q, 10K,
and  8K  reports.  Notwithstanding  anything  in this Agreement to the contrary,
Borrower  shall  furnish Bank with a copy of Borrower's 10Q report no later than
45 days after the end of each fiscal quarter and a copy of Borrower's 10K report
no  later  than  120  days  after  then  end  of  each  fiscal  year.

               COMPLIANCE  CERTIFICATE.  Borrower  shall  furnish Bank within 45
days  after  the  end of each fiscal quarter and 120 days after each fiscal year
(in  the  case  of  the 4th fiscal quarter) a certificate of the chief executive
officer  or  the  chief  financial  officer or other officer approved by Bank in
writing  stating that he or she has individually reviewed the provisions of this
Agreement  and  that  review  of  the activities of Borrower during such quarter
period  has been made by him or her or under his or her supervision, with a view
to  determining  whether  Borrower  had fulfilled all its obligations under this
Agreement,  and  that  Borrower  has  observed  and  performed  each undertaking
contained  in  the  Loan  Documents  and  is not in default in the observance or
performance of any of the provisions of the Loan Documents or, if Borrower shall
be so in default, specifying all such defaults and events of which he or she may
have  knowledge.

               GENERAL  INFORMATION.  Borrower  shall furnish to Bank such other
information  respecting  the condition or operations, financial or otherwise, of
the Borrower as the Bank may from time to time reasonably request.

          ENVIRONMENT.  Borrower  shall, and shall cause each Subsidiary to, (i)
be  and  remain  in  substantial compliance with Environmental Laws and with the
provisions  of  all  other  federal, state, and local environmental, health, and
safety  laws,  codes,  and  ordinances,  and  all  rules  and regulations issued
thereunder;  (ii)  notify  the  Bank  immediately  of  any notice of a Hazardous
Substance  discharge  or  environmental  complaint received by Borrower from any
governmental  agency  or  other  party; (iii) notify the Bank immediately of any
material  Hazardous  Substance  discharge  from  or affecting its premises; (iv)
immediately comply with all applicable laws regarding the same; (v) promptly pay
any  fine  or  penalty  assessed  in  connection  therewith after exhausting all
recourse;  (vi)  permit  the  Bank  to  inspect  the  premises, to conduct tests
thereon,  and  to  inspect  all  books,  correspondence,  and records pertaining
thereto; and (vii) at the Bank's request, and at the Borrower's expense, provide
a report of a qualified environmental engineer, satisfactory in scope, form, and
content  to  the  Bank,  and  such  other  and  further  assurances  reasonably
satisfactory  to  the  Bank  that  the  condition  has  been  corrected.

          REIMBURSEMENT  OF  LENDER EXPENSES.  Borrower shall promptly on demand
reimburse  Bank  for  sums  expended by Bank that constitute Lender Expenses and
Borrower  authorizes  and  approves  all advances and payments by Bank for items
constituting Lender Expenses after written notice to Borrower.  In addition, the
Borrower  shall  pay  any  and  all  stamp  and  other taxes and fees payable or
determined to be payable in connection with the execution, delivery, filing, and
recording  of  any of the Loan Documents and the other documents to be delivered
under  any  such  Loan  Documents, and agrees to hold the Bank harmless from and
against  any  and all liabilities with respect to or resulting from any delay in
paying  or  omission  to  pay such taxes and fees.  This provision shall survive
termination  of this Agreement.  Notwithstanding anything in this section to the
contrary,  Borrower shall not be obligated to pay more than Ten Thousand Dollars
($10,000) for Lender Expenses in connection with the origination of this Amended
and  Restated  Credit  Agreement.


                                       25
<PAGE>
          BANK  ACCOUNTS.  Borrower  shall  use  Bank  as  Borrower's  primary
depository  and  transaction  bank.

                               NEGATIVE COVENANTS

          The  Borrower  covenants  and agrees that so long as any Obligation is
outstanding  it  will  comply  with  the  following  provisions:

          LIENS.  Without  Bank's  prior  written  consent,  Borrower  shall not
create,  incur,  assume, or suffer to exist, or permit any Subsidiary to create,
incur,  assume, or suffer to exist, any Lien upon any of its property or assets,
now  owned  or hereafter acquired, except for the following ("Permitted Liens"):

               (i)     Liens (if any) granted to Bank to secure the Obligations,

               (ii)    Liens  described  in  the  attached  EXHIBIT  0,

               (iii)   pledges  or deposits  made  to secure payment of worker's
compensation  insurance  (or  to  participate  in  any  fund  in connection with
worker's  compensation  insurance),  unemployment insurance, pensions, or social
security  programs,

               (iv)     Liens imposed by mandatory provisions of law such as for
materialmen,  mechanics,  warehousemen,  and  other  like  Liens  arising in the
ordinary course of business, securing indebtedness whose payment is not yet due,
or  that  is  being  contested  by Borrower in good faith and for which adequate
reserves  have  been  provided,

               (v)     Liens for taxes, assessments, and governmental charges or
levies  imposed  upon  a  person  or  upon  such  person's  income or profits or
property,  if  the  same  are  not  yet due and payable or if the same are being
contested  in  good  faith  and  as  to  which  adequate cash reserves have been
provided,

               (vi)     Liens  arising  from  good  faith deposits in connection
with  tenders,  leases,  real  estate  bids,  or contracts (other than contracts
involving  the  borrowing  of  money),  pledges  or deposits to secure public or
statutory  obligations  and  deposits  to  secure  (or in lieu of) surety, stay,
appeal,  or  customs  bonds  and  deposits  to  secure  the  payment  of  taxes,
assessments,  customs  duties,  or  other  similar  charges,

               (vii)     encumbrances  consisting  of  zoning  restrictions,
easements, or other restrictions on the use of real property, provided that such
items do not impair the use of such property for the purposes intended, and none
of  which  is  violated  by  existing  or  proposed  structures  or land use, or

               (viii)     purchase-money  Liens  on  any  property  hereafter
acquired  or the assumption of any Lien on property existing at the time of such
acquisition  (and  not  created in contemplation of such acquisition), or a Lien
incurred  in  connection  with  any  conditional  sale  or other title retention
agreement  or  a capital lease, provided that (a) any property subject to any of
the foregoing is acquired by the Borrower in the ordinary course of its business
and  the Lien on any such property attaches to such asset concurrently or within
ninety  (90)  days  after  the  acquisition  thereof;


                                       26
<PAGE>
(b)  the  obligation  secured by any Lien so created, assumed, or existing shall
not  exceed  the  lesser  of the cost or the fair market value as of the time of
acquisition  of the property covered thereby to the Borrower, (c) each such Lien
shall  attach only to the property so acquired, (d) the debt secured by all such
Liens  shall  not  exceed  Twenty-five  Thousand  Dollars  ($25,000) at any time
outstanding in the aggregate, and (e) the debt secured by such Lien is permitted
by  the  provisions of Section 0, and the related expenditure is permitted under
Section  0.

          DEBT.  Without Bank's prior written consent, Borrower shall not incur,
assume, or suffer to exist, or permit any Subsidiary to incur, assume, or suffer
to  exist,  any  debt  other  than  (i)  the  Obligations; (ii) indebtedness and
liabilities  of  Borrower  identified  in  EXHIBIT  0;  (iii)  indebtedness  and
liabilities  of  Borrower  that  have  been  subordinated  to the Obligations by
written  agreement  in  form  and  substance  acceptable  to Bank; (iv) accounts
payable  to  trade  creditors  for  goods  or  services that are incurred in the
ordinary  course  of  business,  as  presently  conducted,  and  paid  within  a
reasonable  time, unless contested in good faith and by appropriate proceedings;
and  (v) debt of the Borrower secured by purchase-money liens that are Permitted
Liens.

          MERGERS  OR  REORGANIZATION.  Borrower shall not, without Bank's prior
written  consent,  which  consent  shall  not be unreasonably withheld, wind up,
liquidate  or dissolve itself, reorganize, merge or consolidate with or into, or
convey,  sell,  assign, transfer, lease, or otherwise dispose of (whether in one
transactions  or  in  a  series of transactions) all or substantially all of its
assets  (whether  now owned or hereafter acquired) to any Person, or acquire all
or  substantially all of the assets or the business of any Person, or permit any
Subsidiary  to  do so, except that (1) any Subsidiary may merge into or transfer
assets  to  the Borrower,  (2) any Subsidiary may merge into or consolidate with
or  transfer  assets  to  any  other  Subsidiary., (3) acquire or merge with any
entity  whose  assets  are valued at ten percent (10%) or less of the Borrower's
net  worth.

          LEASES.  Without  Bank's  prior  written  consent,  Borrower shall not
create,  incur,  assume, or suffer to exist, or permit any Subsidiary to create,
incur,  assume,  or  suffer to exist, any obligation as lessee for the rental or
hire  of  any real or personal property, except: (1) leases existing on the date
of  this  Agreement and any extensions or renewals thereof; (2) leases with Bank
or  an  affiliate of Bank; (3) leases (other than capital leases) that do not in
the  aggregate require the Borrower and its Subsidiaries on a consolidated basis
to  make payments (including taxes, insurance, maintenance, and similar expenses
that  the  Borrower  or any Subsidiary is required to pay under the terms of any
lease)  in  any  fiscal  year  of the Borrower in excess of One Hundred Thousand
Dollars ($100,000); and (4) leases (other than capital leases) for the rental of
transportation  equipment (e.q., rail cars and trucks) that is required in order
to  transport  material  to  the  facilities  of  Borrower and its Subsidiaries.

          SALE  AND  LEASEBACK.  Without  Bank's prior written consent, Borrower
shall  not  sell, transfer, or otherwise dispose of, or permit any Subsidiary to
sell,  transfer,  or  otherwise dispose of, any real or personal property to any
Person  other  than  Bank  or  an  affiliate  of Bank and thereafter directly or
indirectly  lease  back  the  same  or  similar  property.

          DIVIDENDS.  Without  Bank's  prior written consent, Borrower shall not
declare  or pay any dividends; or purchase, redeem, retire, or otherwise acquire
for  value  any  of  its capital stock now or hereafter outstanding; or make any
distribution  of  assets to its shareholders as such whether in cash, assets, or
in  obligations  of the Borrower; or allocate or otherwise set apart any sum for
the payment of any dividend or distribution on, or for the purchase, redemption,
or  retirement  of  any  shares  of  its


                                       27
<PAGE>
capital  stock;  or  make  any  other  distribution  by  reduction of capital or
otherwise  in  respect  of  any  shares  of  its  capital stock, except that the
Borrower  may  declare  and  deliver  dividends  and  make distributions payable
solely  in  common  stock  of  the  Borrower;  may purchase or otherwise acquire
shares of its capital stock by exchange for or out of the proceeds received from
a  substantially  concurrent  issue  of  new  shares  of its capital stock;  may
purchase,  redeem,  retire, or otherwise acquire shares of its capital stock for
cash  as  long  as  on the date the share repurchase is declared by Borrower, no
Event  of  Default  shall have occurred and be continuing, no event or condition
that, with the giving of notice or the passage of time or both, would constitute
an  Event  of  Default  shall  have  occurred  and  be continuing, and the share
repurchase  will  not  result in the occurrence of an Event of Default; and  may
declare  and  pay  quarterly  or  annual  dividends  as  long as on the date the
dividend is declared by Borrower, no Event of Default shall have occurred and be
continuing, no event or condition that, with the giving of notice or the passage
of time or both, would constitute an Event of Default shall have occurred and be
continuing, and the payment of the dividend will not result in the occurrence of
an  Event  of  Default.

          SALE  OF ASSETS.  Without Bank's prior written consent, Borrower shall
not  sell, lease, assign, transfer, or otherwise dispose of any of its now owned
or  hereafter acquired material operating assets (including, without limitation,
receivables),  except:  (1)  assets  disposed  of  in  the  ordinary  course  of
business;  and  (2)  the  sale  or other disposition of assets no longer used or
useful  in  the  conduct  of  its  business.

          INVESTMENTS.  Without Bank's Prior written consent, Borrower shall not
make  any  loan  or  advance to any Person, or purchase or otherwise acquire any
capital  stock,  assets,  obligations,  or other securities of, make any capital
contribution  to,  or otherwise invest in or acquire any interest in any Person,
or  participate  as  a  partner or joint venturer with any other Person, except:
(1)  direct  obligations  of  the  United  States  or  any  agency  thereof with
maturities  of  one  year  or  less from the date of acquisition; (2) commercial
paper of a domestic issuer rated at least "A-1" by Standard & Poor's Corporation
or  "P-1"  by  Moody's Investors Service, Inc.; (3) certificates of deposit with
maturities  of  one  year  or  less  from  the  date  of acquisition; (4) stock,
obligations,  or  securities  received  in  settlement  of debts (created in the
ordinary course of business) owing to the Borrower; (5) investments made through
Bank  or  one  of  its  affiliates,  and  (6)  as  provided  for  in  Section 0.

          GUARANTIES.  Without  Bank's prior written consent, Borrower shall not
assume,  guarantee,  endorse, or otherwise be or become directly or contingently
responsible  or  liable (including, but not limited to, an agreement to purchase
any  obligation,  stock, assets, goods, or services, or to supply or advance any
funds,  assets,  goods,  or  services, or an agreement to maintain or cause such
Person  to  maintain  a  minimum  working  capital or net worth, or to otherwise
assure  the creditors of any Person against loss) for obligations of any Person,
except  guaranties  by  endorsement  of  negotiable  instruments  for deposit or
collection  or  similar  transactions  in  the  ordinary  course  of  business.

          ERISA  PLANS.  Borrower  shall  not,  without the Bank's prior written
consent,  enter  into,  contribute to, or become a party to any Plan, other than
those  Plans  listed  in  EXHIBIT  0.

          TRANSACTIONS  WITH  AFFILIATES.  Without Bank's prior written consent,
Borrower  shall  not  enter into any transaction, including, without limitation,
the  purchase,  sale,  or  exchange of property or the rendering of any service,
with  any  Affiliate  except  in  the  ordinary  course  of  and pursuant to the
reasonable  requirements of the Borrower's business and upon fair and reasonable
terms


                                       28
<PAGE>
no less favorable to the Borrower than would obtain in a comparable arm's-length
transaction  with  a  Person  not  an  Affiliate; except that Borrower may repay
Affiliate  Debt,  as  listed  on  EXHIBIT  0  at  anytime.

          CHANGE  OF  NAME.  Borrower  shall  not,  without Bank's prior written
consent, change the Borrower's name, business structure, or identity, or add any
new  assumed  business  name.

          CHANGE  IN  MANAGEMENT.  Borrower  shall  not materially and adversely
alter the executive management positions of Chief Executive Officer and/or Chief
Financial Officer without giving Bank written notice of such alteration at least
sixty  (60)  days  prior  to  the effective date of such alteration in executive
management.  If  such advance notice is not possible, Borrower shall notify Bank
of  such  change  as  soon  as  is  possible.

          ACCOUNTING.  Borrower  shall  not  (i)  modify or change its method of
accounting  without advising Bank of such change, or (ii) enter into, modify, or
terminate any agreement presently existing or at any time hereafter entered into
with  any  third party accounting firm and/or service bureau for the preparation
and/or  storage  of  Borrower's  accounting records without Borrower instructing
said  accounting  firm  and/or  service  bureau  to  provide to Bank information
regarding  Borrower's  financial  condition.

          LOCATION  OF  CHIEF EXECUTIVE OFFICE.  Borrower shall not relocate its
chief  executive office from Boise, Idaho without thirty (30) days prior written
notice  to  Bank.

                               FINANCIAL COVENANTS

          So  long  as  any Obligation is outstanding or the Bank shall have any
commitment under this Agreement, Borrower shall maintain the following financial
covenants:

          FIXED  CHARGE  COVERAGE  RATIO.  Borrower  shall  maintain  a ratio of
Adjusted  Net Profit to Fixed Charges determined on a rolling 4-quarter basis at
the end of each quarter of Borrower's fiscal year of not less than 1.25 to 1.00.
The  term  "Adjusted  Net  Profit"  shall  mean,  for  any period, as applied to
Borrower,  the  sum  of  Borrower's  net income after deduction of all expenses,
cash  taxes  paid,  and other proper charges determined in accordance with GAAP,
plus  depreciation,  non-cash accretion of closure/post-closure obligations, and
amortization  to  the  extent such items were deducted to compute Borrower's net
income,  plus  the  sum  of  cash  capital  contributions to Borrower during the
period,  plus  the  amount  of increase, if any, in Borrower's subordinated debt
during  the period, minus  all cash dividends or other shareholder distributions
paid  by Borrower during the period, minus  all cash payments by Borrower during
the  period  to purchase, redeem, retire, or otherwise acquire any of Borrower's
capital stock, minus  the amount of decrease, if any, in Borrower's subordinated
debt  during  the period.  For debt to qualify as subordinated debt for purposes
of  this  Section,  it  must  be  subordinated  to  the Obligations on terms and
conditions  acceptable to Bank in its sole discretion.  The term "Fixed Charges"
shall  mean,  for any period, the sum of principal payments owing by Borrower to
third parties for money borrowed, including capitalized leases of Borrower, paid
or  scheduled  to  be  paid  during  the  period.


                                       29
<PAGE>
          LEVERAGE  RATIO.  Borrower  shall maintain a ratio of Borrower's total
liabilities  to  Borrower's shareholder's equity of not greater than .75 to 1.00
at  the  end  of  each  fiscal  quarter  and  each  fiscal  year.

          CURRENT  RATIO.  Borrower  shall  maintain  at  the end of each fiscal
quarter and each fiscal year a ratio of current assets to current liabilities of
at  least  2.00  to  1.00.

          FUNDED  DEBT RATIO.  Borrower shall maintain at the end of each fiscal
quarter  and each fiscal year a Funded Debt Ratio (as defined in paragraph 0) of
not  greater  than  2.50  to  1.00.

                                EVENTS OF DEFAULT

          EVENTS  OF  DEFAULT.  Each  of  the following events, at the option of
Bank,  shall  constitute  an  event  of  default  (each  an "Event of Default"):

               PAYMENT  FAILURE.  The  Borrower  shall fail to pay the principal
of,  or  interest  on, the Revolving Note, or any Obligation within fifteen (15)
days  of  when  due  and  payable.

               MISREPRESENTATION.  Any representation or warranty made or deemed
made  by  Borrower  in  this  Agreement  or  any  other Loan Document or that is
contained in any certificate, document, opinion, or financial or other statement
furnished  at any time under or in connection with any Loan Document shall prove
to  have been incorrect, incomplete, or misleading in any material respect on or
as  of  the  date  made  or  deemed  made.

               PERFORMANCE  FAILURE.  Borrower  shall fail to perform or observe
any  term,  covenant,  or  agreement  contained  in this Agreement or other Loan
Document, or Borrower shall be in default under any other agreement with Bank or
an  affiliate  of  Bank.

               FAILURE  TO  PAY  DEBTS.  Borrower  shall  (a)  fail  to  pay any
indebtedness for borrowed money (other than the Loans) of the Borrower in excess
of an aggregate principal amount of $25,000, or any interest or premium thereon,
when  due  (whether  by  scheduled  maturity, required prepayment, acceleration,
demand,  or otherwise); or (b) fail to perform or observe any term, covenant, or
condition  on  its  part  to  be  performed  or  observed under any agreement or
instrument  relating  to any such indebtedness, when required to be performed or
observed,  if the effect of such failure to perform or observe is to accelerate,
or  to permit the acceleration of after the giving of notice or passage of time,
or  both,  the  maturity  of  such  indebtedness, whether or not such failure to
perform  or  observe  shall be waived by the holder of such indebtedness, or any
such  indebtedness  shall  be  declared to be due and payable, or required to be
prepaid  (other than by a regularly scheduled required prepayment), prior to the
stated  maturity  thereof.

               INSOLVENCY.  Borrower  (a)  shall  generally not pay, or shall be
unable  to pay, or shall admit in writing its inability to pay its debts as such
debts  become due; or (b) shall make an assignment for the benefit of creditors,
or  petition  or  apply  to  any  tribunal  for  the appointment of a custodian,
receiver,  or  trustee  for it or a substantial part of its assets; or (c) shall
commence  any  proceeding  under  any  bankruptcy,  reorganization, arrangement,
readjustment  of  debt,  dissolution,  or  liquidation  law  or  statute  of any
jurisdiction, whether now or hereafter in effect; or (d) shall have had any such
petition  or  application  filed  or any such proceeding commenced against it in
which  an  order


                                       30
<PAGE>
for  relief  is  entered  or  an  adjudication  or appointment is made, and that
remains  undismissed  for a period of sixty (60) days or more; or (e) shall take
any  corporate action indicating its consent to, approval of, or acquiescence in
any  such  petition,  application,  proceeding,  or  order  for  relief  or  the
appointment of a custodian, receiver, or trustee for all or any substantial part
of  its properties; or (f) shall suffer any such custodianship, receivership, or
trusteeship  to  continue  undischarged for a period of sixty (60) days or more.

               JUDGMENTS.  One  or  more  judgments,  decrees, or orders for the
payment  of  money  in  excess  of  One  Hundred  Twenty-five  Thousand  Dollars
($125,000)  in  the  aggregate  shall be rendered against the Borrower, and such
judgments,  decrees,  or  orders  shall continue unsatisfied and in effect for a
period  of  sixty  (60)  consecutive  days  without  being  vacated, discharged,
satisfied,  or  stayed  or  bonded  pending  appeal.

               GUARANTY.  Any Guaranty shall at any time after its execution and
delivery  and  for  any  reason cease to be in full force and effect or shall be
declared  null  and  void,  or  the  validity or enforceability thereof shall be
contested  by  the  Guarantor,  or  the  Guarantor shall deny he has any further
liability  under,  or shall fail to perform its obligations under, the Guaranty,
or  the  Guarantor,  if  a  natural  person,  shall  die.

               ERISA.  Any  of  the  following  events shall occur or exist with
respect  to  Borrower  and  any  Commonly  Controlled  Entity  under  ERISA: any
Reportable  Event  shall  occur;  complete  or  partial  withdrawal  from  any
Multiemployer  Plan  shall take place; any Prohibited transaction shall occur; a
notice  of  intent  to  terminate  a  Plan  shall  be  filed, or a Plan shall be
terminated;  or  circumstances shall exist that constitute grounds entitling the
PBGC  to  institute proceedings to terminate a Plan, or the PBGC shall institute
such proceedings; and in each case above, such event or condition, together with
all  other  events or conditions, if any, could subject the Borrower to any tax,
penalty,  or  other  liability  that  in the aggregate may exceed Fifty Thousand
Dollars  ($50,000).

               ENVIRONMENTAL  LIEN.  If  any  federal,  state,  or  local agency
asserts  or  creates  a Lien upon any or all of the assets, equipment, property,
leaseholds,  or  other  facilities  of Borrower by reason of the occurrence of a
hazardous  discharge or an environmental complaint; or if any federal, state, or
local  agency asserts a claim against the Borrower and/or its assets, equipment,
property,  leaseholds  or other facilities for damages or cleanup costs relating
to  a hazardous discharge or an environmental complaint; provided, however, that
such  claim  shall not constitute a default if, within ten (10) Business Days of
the  occurrence  giving  rise  to  the  claim, (a) the Borrower can prove to the
Bank's reasonable satisfaction that the Borrower has commenced and is diligently
pursuing an investigation of the claim to be followed promptly by either:  (i) a
cure  or  plan  for  correction  of the event that constitutes the basis for the
claim, and continues diligently to pursue such cure or correction to completion,
or (ii) proceedings for an injunction, a restraining order, or other appropriate
emergent  relief  preventing  such agency or agencies from asserting such claim,
that  relief  is  granted within ten (10) Business Days of the occurrence giving
rise  to  the  claim  and  the  injunction,  order,  or relief is not thereafter
resolved  or  reversed on appeal; and (b) in either of the foregoing events, the
Borrower  has posted a bond, letter of credit, or other security satisfactory in
form,  substance  and amount to both the Bank and the agency or entity asserting
the claim to secure the proper and complete cure or correction of the event that
constitutes  the  basis  for  the  claim.


                                       31
<PAGE>
               MATERIAL MISREPRESENTATION. Any material misrepresentation exists
now  or  hereafter in any warranty or representation made to Bank by any officer
or  director of Borrower, or if any such warranty or representation is withdrawn
by  any  officer  or  director.

               AGREEMENT  UNENFORCEABLE.  This Agreement shall at any time after
its  execution  and  delivery  and  for any reason cease to be in full force and
effect  or  shall  be  declared null and void, or the validity or enforceability
thereof  shall  be  contested  by  Borrower,  or  Borrower shall deny it has any
further  liability  or  obligation  under  this  Agreement.

          CURE  OF  EVENT  OF  DEFAULT.  If  any  Event of Default, other than a
payment  default,  is  curable  and if Borrower has not been given a notice of a
similar default within the preceding twelve (12) months, it may be cured (and no
Event of Default will have occurred) if Borrower, after receiving written notice
from  Bank demanding cure of such default:  (a) cures the default within fifteen
(15)  days; or (b) if the cure requires more than fifteen (15) days, immediately
initiates steps that Bank deems in Bank's sole, but reasonable, discretion to be
sufficient  to  cure  the  default  and  thereafter  continues and completes all
reasonable  and  necessary  steps  sufficient  to  produce compliance as soon as
reasonably  practical.  Bank  at  its sole discretion may elect to give Borrower
additional  cure  opportunities.

                           BANK'S RIGHTS AND REMEDIES

          SPECIFIC  REMEDIES.  Upon  the  occurrence  of  an Event of Default by
Borrower  under  this Agreement, Bank may, at its election and without notice of
its  election  and  without  demand, do any one or more of the following, all of
which  are  authorized  by  Borrower:

               TERMINATE  LOANS.  Terminate  the  obligation of the Bank to make
Revolving  Loans.

               ACCELERATION.  Declare all Obligations, whether evidenced by this
Agreement or the Loan Documents, immediately due and payable in full.

               TERMINATE  AGREEMENT.  Terminate  this  Agreement  and any of the
other  Loan  Documents  as  to  any  future liability or obligation of Bank, but
without  affecting  the  Obligations.

               LENDER EXPENSES.  Borrower shall pay all Lender Expenses incurred
in  connection  with  Bank's  enforcement  and exercise of any of its rights and
remedies  as  herein  provided,  whether  or  not  suit  is  commenced  by Bank.

               ATTORNEY-IN-FACT.  Borrower  appoints Bank as Borrower's attorney
to  carry out the terms of this Agreement, with power to endorse Borrower's name
on  any  checks,  notes,  money  orders,  drafts,  or  other forms of payment or
security  that  may  come  into  Bank's  possession.  The appointment of Bank as
Borrower's attorney being coupled with an interest is irrevocable so long as any
Obligations  remain  unsatisfied.

               OTHER  REMEDIES.  Bank  may  exercise  any  other right or remedy
provided  in  this Agreement or the Loan Documents or otherwise available in law
or  in  equity.

          SET  OFF.  Upon the occurrence and during the continuance of any Event
of  Default  the  Bank  is  hereby authorized at any time and from time to time,
without  notice  to  the  Borrower  (any  such


                                       32
<PAGE>
notice being expressly waived by the Borrower), to set off and apply any and all
deposits  (general or special, time or demand, provisional or final) at any time
held  and  other indebtedness at any time owing by the Bank to or for the credit
or  the  account  of  Borrower  against  any  and  all of the obligations of the
Borrower now or hereafter existing under this Agreement or the Revolving Note or
any other Loan Document, irrespective of whether or not the Bank shall have made
any  demand  under  this  Agreement  or  the  Revolving  Note or such other Loan
Document  and  although  such  obligations  may  be  unmatured.  The Bank agrees
promptly  to notify the Borrower after any such setoff and application, provided
that  the  failure  to  give  such  notice shall not affect the validity of such
setoff  and  application.  The  rights  of  the  Bank  under this Section are in
addition  to  other  rights  and  remedies (including, without limitation, other
rights  of  setoff)  that  the  Bank  may  have.

          CUMULATIVE  REMEDIES.  The  rights  and  remedies  provided herein are
cumulative,  and  are  not exclusive of any other rights, powers, privileges, or
remedies,  now  or  hereafter  existing,  at  law  or  in  equity  or otherwise.

          ARBITRATION.

               ARBITRATION.  The parties shall, upon demand by any party, submit
to  binding  arbitration all claims, disputes and controversies between or among
them  (and their respective employees, officers, directors, attorneys, and other
agents), whether in tort, contract or otherwise arising out of or relating to in
any  way  (i) the Loans and the Loan Documents and their negotiation, execution,
collateralization,  administration,  repayment,  modification,  extension,
substitution,  formation,  inducement,  enforcement,  default or termination; or
(ii)  requests  for  additional  credit.

               GOVERNING  RULES.  Any arbitration proceeding will (i) proceed in
a  location  in  Idaho selected by the American Arbitration Association ("AAA");
(ii)  be  governed  by the Federal Arbitration Act (Title 9 of the United States
Code),  notwithstanding  any  conflicting  choice of law provision in any of the
documents  between the parties; and (iii) be conducted by the AAA, or such other
administrator  as  the parties shall mutually agree upon, in accordance with the
AAA's commercial dispute resolution procedures, unless the claim or counterclaim
is  at  least  $1,000,000.00 exclusive of claimed interest, arbitration fees and
costs  in  which  case the arbitration shall be conducted in accordance with the
AAA's optional procedures for large, complex commercial disputes (the commercial
dispute  resolution  procedures  or  the  optional procedures for large, complex
commercial disputes to be referred to, as applicable, as the "Rules").  If there
is  any  inconsistency  between  the  terms  hereof and the Rules, the terms and
procedures  set  forth  herein shall control.  Any party who fails or refuses to
submit to arbitration following a demand by any other party shall bear all costs
and  expenses  incurred  by  such  other  party in compelling arbitration of any
dispute.  Nothing  contained  herein shall be deemed to be a waiver by any party
that  is a bank of the protections afforded to it under 12 U.S.C. Sec. 91 or any
similar  applicable  state  law.

               NO  WAIVER  OF  PROVISIONAL  REMEDIES, SELF-HELP AND FORECLOSURE.
The  arbitration  requirement  does  not  limit  the  right  of any party to (i)
foreclose  against real or personal property collateral; (ii) exercise self-help
remedies  relating  to  collateral  or  proceeds of collateral such as setoff or
repossession;  or  (iii)  obtain  provisional  or  ancillary  remedies  such  as
replevin, injunctive relief, attachment or the appointment of a receiver, before
during or after the pendency of any arbitration proceeding.  This exclusion does
not  constitute  a  waiver of the right or obligation of any party to submit any
dispute  to arbitration or reference hereunder, including those arising from the
exercise  of  the  actions  detailed  in  sections  (i),  (ii) and (iii) of this
paragraph.


                                       33
<PAGE>
               ARBITRATOR QUALIFICATIONS AND POWERS.  Any arbitration proceeding
in which the amount in controversy is $5,000,000.00 or less will be decided by a
single  arbitrator  selected according to the Rules, and who shall not render an
award  of  greater  than  $5,000,000.00.  Any  dispute  in  which  the amount in
controversy  exceeds  $5,000,000.00 shall be decided by majority vote of a panel
of three arbitrators; provided however, that all three arbitrators must actively
participate in all hearings and deliberations.  The arbitrator will be a neutral
attorney  licensed in the State of Idaho or a neutral retired judge of the state
or  federal  judiciary  of  Idaho,  in  either  case with a minimum of ten years
experience  in  the  substantive  law  applicable  to  the subject matter of the
dispute to be arbitrated.  The arbitrator will determine whether or not an issue
is  arbitratable  and  will  give  effect  to  the  statutes  of  limitation  in
determining any claim.  In any arbitration proceeding the arbitrator will decide
(by  documents  only  or  with  a  hearing  at  the arbitrator's discretion) any
pre-hearing motions which are similar to motions to dismiss for failure to state
a  claim  or motions for summary adjudication.  The arbitrator shall resolve all
disputes  in  accordance  with  the  substantive  law of Idaho and may grant any
remedy  or  relief  that  a  court of such state could order or grant within the
scope  hereof  and  such  ancillary relief as is necessary to make effective any
award.  The  arbitrator shall also have the power to award recovery of all costs
and  fees,  to  impose sanctions and to take such other action as the arbitrator
deems  necessary  to the same extent a judge could pursuant to the Federal Rules
of  Civil Procedure, the Idaho Rules of Civil Procedure or other applicable law.
Judgment  upon  the award rendered by the arbitrator may be entered in any court
having  jurisdiction.  The institution and maintenance of an action for judicial
relief  or  pursuit  of a provisional or ancillary remedy shall not constitute a
waiver  of  the  right  of  any  party,  including  the plaintiff, to submit the
controversy  or claim to arbitration if any other party contests such action for
judicial  relief.

               DISCOVERY.  In  any  arbitration  proceeding  discovery  will  be
permitted  in  accordance  with  the  Rules.  All  discovery  shall be expressly
limited to matters directly relevant to the dispute being arbitrated and must be
completed  no  later than 20 days before the hearing date and within 180 days of
the  filing  of  the dispute with the AAA.  Any requests for an extension of the
discovery  periods,  or  any  discovery  disputes,  will  be  subject  to  final
determination by the arbitrator upon a showing that the request for discovery is
essential  for  the  party's  presentation  and  that  no  alternative means for
obtaining  information  is  available.

               CLASS  PROCEEDINGS  AND  CONSOLIDATIONS.  The  resolution  of any
dispute arising pursuant to the terms of this Agreement shall be determined by a
separate  arbitration proceeding and such dispute shall not be consolidated with
other  disputes  or  included  in  any  class  proceeding.

               PAYMENT  OF  ARBITRATION  COSTS  AND  FEES.  The arbitrator shall
award  all  costs  and  expenses  of  the  arbitration  proceeding.

               REAL PROPERTY COLLATERAL.  Notwithstanding anything herein to the
contrary,  no  dispute shall be submitted to arbitration if the dispute concerns
indebtedness  secured  directly  or indirectly, in whole or in part, by any real
property  unless  (i)  the  holder  of  the  mortgage, lien or security interest
specifically  elects  in  writing  to  proceed with the arbitration, or (ii) all
parties  to  the  arbitration  waive any rights or benefits that might accrue to
them by virtue of the single action rule statute of Idaho, thereby agreeing that
all  indebtedness  and  obligations of the parties, and all mortgages, liens and
security  interests  securing  such  indebtedness  and obligations, shall remain
fully  valid  and  enforceable.

               MISCELLANEOUS.  To  the  maximum extent practicable, the AAA, the
arbitrators  and  the  parties  shall  take  all action required to conclude any
arbitration  proceeding  within  180  days  of  the


                                       34
<PAGE>
filing  of  the  dispute  with  the  AAA.  No  arbitrator  or  other party to an
arbitration  proceeding  may disclose the existence, content or results thereof,
except for disclosures of information by a party required in the ordinary course
of  its business or by applicable law or regulation.  If more than one agreement
for  arbitration by or between the parties potentially applies to a dispute, the
arbitration provision most directly related to the Loan Documents or the subject
matter  of  the dispute shall control.  This arbitration provision shall survive
termination,  amendment  or  expiration  of  any  of  the  Loan Documents or any
relationship  between  the  parties.

                                  MISCELLANEOUS

          AMENDMENTS,  ETC.  No  amendment, modification, termination, or waiver
of  any  provision  of  any  Loan Document to which the Borrower is a party, nor
consent to any departure by the Borrower from any Loan Document to which it is a
party,  shall  in any event be effective unless the same shall be in writing and
signed  by  the  Bank  and  Borrower,  and  then such waiver or consent shall be
effective  only  in the specific instance and for the specific purpose for which
given.

          NOTICES,  ETC.  Unless  otherwise  provided  in  this  Agreement,  All
notices and other communications provided for under this Agreement and under the
other  Loan  Documents  to which the Borrower is a party shall be in writing and
either  personally  served or sent by verified facsimile transmission, overnight
delivery service, or regular United States mail, postage prepaid, to Borrower or
to  Bank  as  the  case  may  be  at  the  addresses  set  forth  below:

          If to Borrower:     American Ecology Corporation
                              300 East Mallard Drive
                              Suite 300
                              Boise, Idaho 83706
                              Attention: Jim Baumgardner
                              Fax: 208/331-7900

          With a copy to:     Paul M. Boyd, Esq.
                              Stoel Rives
                              101 South Capitol Blvd., Suite 1900
                              Boise, Idaho 83702-5958
                              Fax:  208/389-9040

          If to Bank:         Wells Fargo Bank, National Association
                              Post Office Box 7069
                              Boise, Idaho  83730
                              Attention:  Corporate Banking
                              Fax:  208/393-2472

          With a copy to:     Moffatt, Thomas, Barrett, Rock & Fields, Chartered
                              101 S. Capitol Blvd., 10th Floor
                              P.O. Box 829
                              Boise, Idaho  83701-0829
                              Attention:  David S. Jensen
                              Fax:  208/385-5384


                                       35
<PAGE>
The  parties  may  change  the  address at which they are to receive notices and
other  communications  hereunder  by  notice  in writing in the foregoing manner
given to the other.  All notices or demands sent in accordance with this Section
shall  be deemed received on the earlier of the date of confirmed actual receipt
or  three  (3)  Business  Days  after  the  deposit  thereof  in  the  mail.

          NO  WAIVER.  No failure or delay on the part of the Bank in exercising
any  right,  power,  or  remedy hereunder shall operate as a waiver thereof; nor
shall  any  single  or  partial  exercise  of  any  such right, power, or remedy
preclude  any  other  or  further  exercise thereof or the exercise of any other
right,  power,  or  remedy  hereunder.

          SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall  be binding upon and
inure  to  the  benefit  of  the  Borrower  and  the  Bank  and their respective
successors  and assigns, except that the Borrower may not assign or transfer any
of  its  rights under any Loan Document to which the Borrower is a party without
the  prior  written  consent  of  the  Bank.

          INTEGRATION.  This Agreement and the Loan Documents contain the entire
agreement  between  the  parties  relating  to  the  subject  matter  hereof and
supersede  all  oral  statements  and  prior  writings  with  respect  thereto.

          APPLICATION  OF  PAYMENTS.  Borrower  waives  the  right to direct the
application  of  any and all payments at any time or times hereafter received by
Bank on account of the Obligations, and Borrower agrees that Bank shall have the
continuing  exclusive  right to apply and reapply such payments in any manner as
Bank  may  deem  advisable,  notwithstanding  any  entry by Bank upon its books.

          CONTINUING  WARRANTIES, REPRESENTATIONS AND COVENANTS.  Each warranty,
representation,  and  covenant  contained in this Agreement shall continue until
the  Agreement  is terminated and all Obligations have been paid or satisfied in
full  and  shall  be  conclusively  presumed  to  have  been relied upon by Bank
regardless  of  any  investigation  made  or information possessed by Bank.  The
warranties,  representations, and covenants set forth herein shall be cumulative
and  in addition to any and all other warranties, representations, and covenants
that  Borrower shall give or cause to be given to Bank, either now or hereafter.

          INDEMNITY.  The  Borrower  shall  defend, indemnify, and hold the Bank
harmless  from  and  against  any and all claims, damages, judgments, penalties,
costs,  and  expenses  (including attorney fees and court costs now or hereafter
arising  from  the  aforesaid  enforcement  of  this clause) arising directly or
indirectly  from  the  activities  of  the  Borrower  and  its Subsidiaries, its
predecessors  in  interest,  or  third  parties  with  whom it has a contractual
relationship,  or  arising  directly  or  indirectly  from  the violation of any
environmental  protection,  health,  or  safety  law,  whether  such  claims are
asserted  by  any governmental agency or any other person.  This indemnity shall
survive  termination  of  this  Agreement  for  a  period  of  five  years.

          CHOICE  OF  LAW  AND  VENUE.  This  Agreement  is made in the state of
Idaho,  which  state  the  parties  agree  has a substantial relationship to the
parties  and to the underlying transaction embodied hereby.  Accordingly, in all
respects,  this  Agreement  and  the  Loan Documents and the obligations arising
hereunder and thereunder shall be governed by, and construed in accordance with,
the  laws  of  the  state of Idaho applicable to contracts made and performed in
such  state  and  any


                                       36
<PAGE>
applicable  law  of  the  United  States  of  America.  Each  party  hereby
unconditionally  and irrevocably waives, to the fullest extent permitted by law,
any  claim  to  assert  that the law of any jurisdiction other than the state of
Idaho governs this Agreement. All disputes, controversies, or claims arising out
of,  or  in  connection  with,  this  Agreement  or  any  Loan Document shall be
litigated in any court of competent jurisdiction within the state of Idaho. Each
party  hereby accepts jurisdiction of such state and agrees to accept service of
process  as  if  it  were  personally  served  within  such  state.  Each  party
irrevocably  waives,  to the fullest extent permitted by law, any objection that
the  party  may  now or hereafter have to the jurisdiction of the courts of such
state  and any claim that any such litigation brought in any such court has been
brought  in  an  inconvenient  forum.

          SEVERABILITY  OF  PROVISIONS.  Any provision of any Loan Document that
is  prohibited  or  unenforceable  in  any  jurisdiction  shall,  as  to  such
jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability  without  invalidating  the  remaining  provisions of such Loan
Document  or  affecting  the validity or enforceability of such provision in any
other  jurisdiction.

          HEADINGS.  Article  and  Section  headings  in  the Loan Documents are
included  in such Loan Documents for the convenience of reference only and shall
not  constitute  a  part of the applicable Loan Documents for any other purpose.

          JURY  TRIAL  WAIVER.  THE  BANK AND THE BORROWER HEREBY WAIVE TRIAL BY
JURY  IN  ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT OR
TORT,  AT  LAW  OR  IN  EQUITY,  ARISING  OUT  OF  OR IN ANY WAY RELATED TO THIS
AGREEMENT  OR  THE  LOAN  DOCUMENTS.

          DESTRUCTION  OF  BORROWER'S  DOCUMENTS.  After notice to Borrower, any
documents,  schedules,  invoices,  or  other  papers  delivered  to  Bank may be
destroyed or otherwise disposed of by Bank at any time six (6) months after they
are  delivered  to  or received by Bank, unless Borrower requests in writing the
return  of  the  said  documents, schedules, invoices, or other papers and makes
arrangements  at  Borrower's  expense  for  their  return.

          PARTICIPATIONS.  With  Borrower's  consent, which consent shall not be
unreasonably  withheld,  Bank  may,  at  any  time,  sell  to one or more banks,
financial  institutions  or  other  Persons (each a "Participant") participating
interests  in  the Loans or any other interest of Bank under the Loan Documents.
In the event of any such sale by Bank, Bank's obligations to Borrower under this
Agreement  shall  remain unchanged, Bank shall remain solely responsible for the
performance  thereof, Bank shall remain the holder of the Loans for all purposes
under  the  Loan  Documents,  and  Borrower  shall  continue  to deal solely and
directly  with  Bank  in connection with the Bank's rights and obligations under
the  Loan  Documents.  If  Obligations  are  due  or  unpaid, or shall have been
declared  or shall have become due or unpaid, upon the occurrence of an Event of
Default,  each  Participant shall, to the maximum extent permitted by applicable
law,  be  deemed  to  have  the  right of setoff in respect of its participating
interest  in amounts owing under the Loan Documents to the same extent as if the
amount  of  its  participating  interest were owing directly to it as Bank under
this  Agreement.

               CONSENT.  With  Borrower's  consent,  which  consent shall not be
unreasonably  withheld,  Borrower  authorizes  Bank to disclose to any actual or
prospective  Participant  and/or  assignee, any and all financial information in
Bank's  possession  or  known  to  Bank  concerning  Borrower,  its  affiliates.


                                       37
<PAGE>
               LEAD  LENDER.  Notwithstanding  any  contrary  provision  of this
Section,  Bank  shall at all times be the lead lender (i.e., the sole party with
whom  Borrower  needs  to  communicate)  with respect to the Loans, and Borrower
shall only be required to communicate with Bank.  Each Participant that receives
confidential information regarding Borrower must agree to use reasonable efforts
to  keep  all  information  acquired  by it in connection with the Loans or Loan
Documents  and  relating  to Borrower confidential; provided, however, that such
information  may be distributed by any Participant (i) pursuant to a court order
or  a  demand  made  by  any  governmental  agency or authority, or otherwise in
connection  with  litigation  or  as  otherwise  required  by  law, (ii) to such
person's  consultants or professionals, as necessary, (iii) in connection with a
sale  or  participation  of  such  person's  interest  in the Loans, and (iv) to
regulators  in  connection  with  audits.

          EFFECTIVE  DATE.  This Agreement shall be binding and deemed effective
as  of  the  date first written above when executed by Borrower and accepted and
executed  by  Bank.

          COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts  and delivered by facsimile transmission.  Each counterpart when so
executed shall be deemed to be an original and all of which taken together shall
constitute  one  and  the  same  Agreement.

                            [Signature Page Follows]


                                       38
<PAGE>
          IN WITNESS WHEREOF, Borrower has executed this Agreement.

                                        BORROWER:

                                        AMERICAN ECOLOGY CORPORATION

                                        By/s/ James R. Baumgardner
                                          ------------------------
                                          James R. Baumgardner
                                          Senior Vice President and CFO

                      GUARANTORS' CONSENT AND REAFFIRMATION

          Each  Guarantor  consents  to,  acknowledges, and accepts the forgoing
Agreement.  Each Guarantor affirms and ratifies its Continuing and Unconditional
Guaranty  made  by  Guarantor  for  the  benefit  of  Bank (the "Guaranty"), and
confirms that the Guaranty remains in full force and effect and binding upon the
Guarantor  without  any  setoffs,  defenses,  or  counterclaims  of  any  kind
whatsoever.

          Dated as of May 25, 2005.

                                        GUARANTORS:

                                        AMERICAN ECOLOGY SERVICES CORPORATION

                                        By/s/ James R. Baumgardner
                                          ------------------------
                                          James R. Baumgardner
                                          Sr. Vice President and CFO

                                        TEXAS ECOLOGISTS, INC

                                        By/s/ James R. Baumgardner
                                          ------------------------
                                          James R. Baumgardner
                                          Vice President and Treasurer

                                        AMERICAN ECOLOGY RECYCLE CENTER, INC.

                                        By/s/ James R. Baumgardner
                                          ------------------------
                                          James R. Baumgardner
                                          Vice President and Treasurer

                                        AMERICAN ECOLOGY ENVIRONMENTAL SERVICES
                                        CORPORATION

                                        By/s/ James R. Baumgardner
                                          ------------------------
                                          James R. Baumgardner
                                          Vice President and Treasurer

                                        US ECOLOGY, INC.

                                        By/s/ James R. Baumgardner
                                          ------------------------
                                          James R. Baumgardner
                                          Vice President and Treasurer


                                       39
<PAGE>
                                        US ECOLOGY IDAHO, INC.

                                        By/s/ James R. Baumgardner
                                          ------------------------
                                          James R. Baumgardner
                                          Vice President and Treasurer

                                        US ECOLOGY NEVADA, INC.

                                        By/s/ James R. Baumgardner
                                          ------------------------
                                          James R. Baumgardner
                                          Vice President and Treasurer

                                        US ECOLOGY WASHINGTON, INC.

                                        By/s/ James R. Baumgardner
                                          ------------------------
                                          James R. Baumgardner
                                          Vice President and Treasurer

                                        US ECOLOGY TEXAS, L.P.

                                        By/s/ James R. Baumgardner
                                          ------------------------
                                          James R. Baumgardner
                                          Vice President and Treasurer


                                BANK'S ACCEPTANCE

          Accepted and effective as of May 25, 2005, in the State of Idaho.

                                        WELLS FARGO BANK, NATIONAL ASSOCIATION

                                        By/s/ Brian W. Cook
                                          -----------------
                                          Brian W. Cook, Vice President


                                       40


</TEXT>
</DOCUMENT>
