SELLER'S COMPLIANCE CERTIFICATE

      The undersigned hereby certifies as follows:

      1. He is President/CEO of Waste Technology Corp., a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware ("WasteTech").

      2. He is Secretary of International Press and Shear Corp., a corporation
duly organized, validly existing and in good standing under the laws of the
State of Georgia ( "IPSC").

      3. The representations and warranties of WasteTech and IPSC contained in
the Asset Purchase Agreement dated as of December 10, 1999 (the "Purchase
Agreement") by and among WasteTech and IPSC as Seller, and IPS Balers Inc. as
Buyer, are true and correct in all material respects at and as of the date
hereof with the same effect as though all such representations and warranties
were made at and as of the date hereof.

      4. WasteTech and IPSC have performed or complied, in all material
respects, with all of the covenants and obligations required by the Purchase
Agreement to be performed or complied with by WasteTech and IPSC at or prior to
the date hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate this
10th day of December, 1999.


                                                 /s/ Ted C. Flood
                                                 ------------------------------
                                                 Ted C. Flood
                                                 CEO, Waste Technology Corp.
                                                 Secretary, International Press
                                                      and Shear Corporation