FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

     THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (the "First Amendment")
is dated effective as of the 24th day of March, 2000, and is to be and become
part of that certain Asset Purchase Agreement (the "Agreement") between Cape
Environmental Management, Inc., a Georgia corporation, as Buyer therein, and
CET Environmental Services, Inc., a California corporation, as Seller therein,
dated as of March 8, 2000, for the purchase and sale of certain Agreements and
related assets of Seller comprising its hazardous, toxic and radiological
waste remediation business.

                                 WITNESSETH

     WHEREAS, the Agreement contemplated a Closing Date not later than March
24, 2000, subject to extension by mutual agreement of the parties; and

     WHEREAS, the parties desire to extend the Closing Date until no later
than May 31, 2000;

     NOW THEREFORE, for and in consideration of the mutual covenants contained
herein, One and No/100ths Dollar ($1.00) in hand paid and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby agree as follows:

     1. All terms used herein with an initial capital letter and not otherwise
defined herein shall have the meaning ascribed thereto in the Agreement.

     2. The first sentence of Section 4.3 of the Agreement is hereby deleted
in its entirety and replaced with the following:

     "Subject to the conditions to Closing and the rights to terminate
     this Agreement, the closing of the Asset purchase (the "Closing")
     shall take place as soon as possible following the execution of
     this Agreement at a mutually agreeable date and time between
     May 1, 2000, and May 31, 2000, subject to extension by mutual
     agreement of the parties."

     3. This First Amendment may be executed in any number of counterparts,
all of which taken together shall constitute one and the same agreement.
Furthermore, a facsimile signature of any of the parties hereto on any
counterpart may be relied upon as an original signature.

     EXCEPT AS MODIFIED HEREIN, all other terms, covenants, conditions and
obligations of the Agreement shall remain in full force and effect, and are
hereby ratified and confirmed by the parties.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date set forth above.

BUYER:                              SELLER:

Cape Environmental Management,      CET Environmental Services, Inc., a
Inc., a Georgia corporation         California corporation


By:/s/ Fernando J. Rios             By:/s/ Steven H. Davis
Name:  Fernando J. Rios             Name:  Steven H. Davis
Title: President                    Title: President