EXHIBIT 2 ASSET PURCHASE AGREEMENT DATED AS OF MAY , 1999

EXHIBIT 2

ASSET PURCHASE AGREEMENT

DATED AS OF MAY , 1999

BY AND AMONG

ATLAS ENVIRONMENTAL, INC.,
SOUTH FLORIDA THERMAL SERVICES, INC.,
FLORIDA SPECIALIZED CARRIERS, INC.,
KLEENSOIL INT'L., INC.,
TRANSOIL, INC.,
WASTE MAGIC RECYCLERS, INC.,
WASTE MAGIC RECYCLERS PALM BEACH, INC.,
WASTE MAGIC RECYCLERS CENTRAL, INC.,
HOMESTEAD LANDFILL & RECYCLING MGMT. CO.,
NAPLES RECYCLING RESOURCES, INC.,
SOUTH FLORIDA RECOVERY, INC. AND
ROYAL CROWN CARTING, INC.
AND XXXXXX X. XXXXXX, AS TRUSTEE
(COLLECTIVELY, THE "SELLER")

AND

J. R. CAPITAL CORP.,
ATLAS-HOMESTEAD, INC.,
ATLAS-NAPLES, INC.,
ATLAS-LOX ROAD, INC.,
ATLAS-RIVIERA, INC.,
ATLAS-TRANSOIL, INC. AND
ATLAS-DAVIE, INC.
ROYAL CROWN, INC.
(COLLECTIVELY, THE "PURCHASER")

TABLE OF CONTENTS

PAGE
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1. DEFINITIONS................................................................................... 1
1.1 Assumed Executory Contracts.......................................................... 1
1.2 Assumed Obligations.................................................................. 1
1.3 Bankruptcy Code...................................................................... 1
1.4 Bankruptcy Court..................................................................... 1
1.5 Bid Procedure Order.................................................................. 2
1.6 Closing.............................................................................. 2
1.7 Competing Bid........................................................................ 2
1.8 Deposit.............................................................................. 2
1.9 Final Order.......................................................................... 2
1.10 Gains Tax Undertaking................................................................ 2
1.11 IRC.................................................................................. 2
1.12 Motion............................................................................... 2
1.13 Permits.............................................................................. 2
1.14 Purchase Approval Order.............................................................. 2
1.15 Purchase Price....................................................................... 2
1.16 Purchased Assets..................................................................... 2
1.17 Real Property........................................................................ 2
1.18 Secured Tax Liens.................................................................... 2

2. PURCHASE AND SALE............................................................................. 3
2.1 Assets............................................................................... 3
2.2 Consideration....................................................................... 4
2.3 Purchase Price Adjustment............................................................ 4

3. ASSUMPTION OF AGREEMENTS. LIABILITIES AND OTHER

OBLIGATIONS OF SELLER.................................................................................. 4
3.1 Assumption of Specified Liabilities.................................................. 4
3.2 Assumed Executory Contracts/Permits.................................................. 5
3.3 Liens on Purchased Assets............................................................ 5
3.4 Tax Prorations....................................................................... 5
3.5 No Other Liabilities................................................................. 6

4. CLOSING....................................................................................... 6
4.1 Time and Place....................................................................... 6
4.2 Transactions at Closing.............................................................. 6

5. REPRESENTATIONS AND WARRANTIES OF THE SELLER.................................................. 7
5.1 Authority; Non-Contravention......................................................... 7
5.2 Brokers.............................................................................. 7

PAGE
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6. REPRESENTATIONS AND WARRANTIES OF PURCHASER................................................... 7
6.1 Organization and Good Standing of Purchaser.......................................... 7
6.2 Corporate Authority; Binding Effect.................................................. 7
6.3 Brokers.............................................................................. 8

7. CONDUCT OF BUSINESS PENDING CLOSING........................................................... 8

8. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS............................................... 8

9. CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATIONS.............................................. 9
9.1 Representations and Warranties True at Closing....................................... 9
9.2 Purchase Approval Order.............................................................. 9
9.3 BNYFC Undertaking.................................................................... 9

10. TERMINATION................................................................................... 9
10.1 Termination.......................................................................... 9
10.2 Effect of Termination................................................................ 10

11. GENERAL....................................................................................... 11
11.1 Costs and Expenses................................................................... 11
11.2 Exclusivity.......................................................................... 11
11.3 Books and Records.................................................................... 11
11.4 Notices.............................................................................. 11
11.5 Entire Agreement..................................................................... 12
11.6 Governing Law........................................................................ 12
11.7 Headings............................................................................. 12
11.8 Assigns.............................................................................. 12
11.9 Waiver............................................................................... 13
11.10 No Implied Rights or Remedies........................................................ 13
11.11 Counterparts......................................................................... 13
11.12 Severability......................................................................... 13
11.13 No Survivability..................................................................... 13

iii

ASSET PURCHASE AGREEMENT

THIS AGREEMENT is entered into as of the day of May, 1999, by and among
ATLAS ENVIRONMENTAL, INC., SOUTH FLORIDA THERMAL SERVICES, INC., FLORIDA
SPECIALIZED CARRIERS, INC., KLEENSOIL INT'L., INC., TRANSOIL, INC., WASTE MAGIC
RECYCLERS, INC., WASTE MAGIC RECYCLERS PALM BEACH, INC., WASTE MAGIC RECYCLERS
CENTRAL, INC., HOMESTEAD LANDFILL & RECYCLING MGMT. CO., NAPLES RECYCLING
RESOURCES, INC., SOUTH FLORIDA RECOVERY, INC. and ROYAL CROWN CARTING, INC.
(collectively, the "Company"), and any affiliate or related entity of the
foregoing companies holding title or any other interest of any kind, nature or
description in any of the assets to be purchased hereunder, as their interests
may appear and Xxxxxx X. Xxxxxx, as Trustee (the "Trustee" and together with the
Company, the "Seller"), and J.R. CAPITAL CORP. ("Capital"), ATLAS-HOMESTEAD,
INC. ("Homestead"), ATLAS-NAPLES, INC. ("Naples"), ATLAS-LOX ROAD, INC. ("Lox"),
ATLAS-RIVIERA, INC. ("Riviera"), ATLAS-TRANSOIL, INC. ("Transoil"), ATLAS-DAVIE,
INC. ("Davie") and ROYAL CROWN, INC. ("Royal"), each of which is a Florida
corporation (collectively, the "Purchaser").

WHEREAS, the Company is engaged in the waste management and soil
remediation business (the"Business");

WHEREAS, on January 14, 1997, the Company has filed a petition seeking
relief under Chapter 11 of the United States Bankruptcy Code (the "Chapter 11
Proceeding");

WHEREAS, the Seller desires to sell and Purchaser desires to purchase
substantially all of the assets of the Company on the terms and subject to the
conditions set forth herein;

WHEREAS, the Trustee has been appointed to serve as trustee in the
Chapter 11 Proceeding with authority to manage and operate the Company and to
sell the assets thereof;

NOW THEREFORE, in consideration of the mutual promises and agreements
set forth herein, Purchaser and the Seller agree as follows:

1. DEFINITIONS. As used in this Agreement, the following terms have the
following meanings:

1.1 ASSUMED EXECUTORY CONTRACTS has the meaning set forth in
Section 3.2 hereof.

1.2 ASSUMED OBLIGATIONS has the meaning set forth in Section
3.1 hereof.

1.3 BANKRUPTCY CODE means the United States Bankruptcy Code,
11 U.S.C. ss.ss.101 ET Seq. -- ----

1.4 BANKRUPTCY COURT means the United States Bankruptcy Court
for the Southern District of Florida.

1.5 BID PROCEDURE ORDER has the meaning set forth in the
Motion.

1.6 CLOSING and "Closing Date" have the respective meanings
set forth in Section 4.1 hereof.

1.7 COMPETING BID has the meaning set forth in Section 10
hereof.

1.8 DEPOSIT means the deposit of $200,000 paid by the
Purchaser to the Trustee upon execution of this Agreement.

1.9 FINAL ORDER means any order entered by the Bankruptcy
Court that is both final and nonappealable pursuant to the Bankruptcy Code (11
U.S.C. 101 et. seq.), the Federal Rules of Bankruptcy Procedure and any
applicable local rules for the United States Bankruptcy Court for the Southern
District of Florida.

1.10 GAINS TAX UNDERTAKING has the meaning set forth in
Section 3.1 hereof.

1.11 IRC means the Internal Revenue Code of 1986, as amended.

1.12 MOTION means the motion, dated April 19, 1999 (Case No.
97-20203- BKC-RBR) submitted by the Trustee to the Bankruptcy Court seeking
entry of an order (I) scheduling hearings to approve (A) the sale of
substantially all of the Company's assets, free and clear of all liens, claims
and encumbrances other than tax liens, pursuant to 11 U.S.C sections 105 and 363
and the assumption and assignment of certain executory contracts, unexpired
leases and permits pursuant to 11 U.S.C. section 365, and approving agreement
with BNY Financial Corporation and (B) on an emergency basis, bidding procedures
and a break up fee, (II) approving bidding procedures and break up fee and (III)
approving the sale of substantially all of the Company's assets and approving
agreement with BNY Financial Corporation.

1.13 PERMITS has the meaning set forth in Section 2.1(ix)
hereof.

1.14 PURCHASE APPROVAL ORDER means the order of the Bankruptcy
Court approving this Agreement and the transactions contemplated hereby, a copy
of which is attached hereto as Exhibit 4.

1.15 PURCHASE PRICE has the meaning set forth in Section 2.2
hereof.

1.16 PURCHASED ASSETS has the meaning set forth in Section 2.1
hereof.

1.17 REAL PROPERTY has the meaning set forth in Section
2.1(vi) hereof.

1.18 SECURED TAX LIENS means any liabilities of the Company
owed to governmental units for taxes that were (a) due and owing as of the
Closing Date and (b) are secured by liens against the Purchased Assets as of the
Closing Date.

2. PURCHASE AND SALE.

2.1 ASSETS. Subject to the terms and conditions set forth in
this Agreement, at the Closing the Seller shall sell, assign, transfer and
deliver to Purchaser on an "as is, where is" basis, with no representations or
warranties of any kind, nature or description, except as otherwise specifically
set forth herein, and Purchaser shall purchase, acquire and take assignment and
delivery of, all the right, title and interest of the Seller in and to all of
the tangible and intangible assets owned by the Company relating to the Business
or used in the conduct of the Business and which are set forth in this Agreement
(collectively, the "Purchased Assets"). The Purchased Assets shall include,
without limitation, the following:

(i) Outstanding Accounts Receivable (other than any
receivable owed by Wastemasters, Inc. or any affiliate) owned by the
Company on the Closing Date (as defined herein), including any prepaid
Accounts Receivable;

(ii) All of the Company's Automotive Vehicles, as
more particularly set forth on Schedule "A";

(iii) All Equipment owned by the Company, as more
particularly set forth in Schedule "B";

(iv) All of the Company's service parts, tools and
shop equipment and related goods used or maintained in connection with
the Purchased Assets ("Miscellaneous Items");

(v) All of the Assumed Executory Contracts (as
defined below), to the extent assignable;

(vi) The Company's real property (the "Real
Property") wherever located;

(vii) Any claims and/or causes of action the Company
may have against USA Waste, Inc. whether contingent or non-contingent;

(viii) The proceeds of any causes of action or claims
the Company, or any party acting on behalf of the bankruptcy estates of
the Company realizes from any third party by commencement of litigation
or otherwise, either pre- or post-closing equal to fifty percent (50%)
of the gross recovery, including any credits or setoffs, up to a
maximum of $500,000 in total to be paid to Purchaser exclusive of the
$2,000,000 Contribution Fund (as defined in the Motion);

(ix) All permits and licenses held by the Company and
necessary or desirable to the operation of the Business to the extent
the same are transferable ("Permits"); and

(x) All other personal property of the Seller, of any
kind or nature, not specially identified above;

together with all deposits relating to the Assumed Executory Contracts payables
assumed by Purchaser and financial assurances provided to permitting agencies,
furniture and fixtures, supplies, leases, licenses, trademarks and tradenames,
franchises, executory contracts, goodwill, and other rights of the Company as a
going concern and other assets directly used in connection with the operation of
the business of every kind, nature and description, wheresoever located and
whether or not carried or reflected on the books and records of the Company. The
Purchased Assets shall specifically exclude only the assets of the Company as
set forth on Schedule"C" ("Excluded Assets").

2.2 CONSIDERATION. The consideration (the "Purchase Price")
for all of the Assets shall consist of Twenty-Two Million Four Hundred and Two
Thousand Dollars ($22,402,000.00) in cash, subject to adjustment pursuant to the
terms of Section 2.3 below. In addition to the Purchase Price, Purchaser will
assume the Company's obligation to pay, pursuant to the terms of this Agreement,
the items listed in Sections 3.1 (i)-(iii) and 3.2 hereof

2.3 PURCHASE PRICE ADJUSTMENT. The Purchase Price shall be (i)
increased by an amount equal to the amount by which the indebtedness due BNY
Financial Corporation ("BNYFC") increases as the result of the accrual of
interest, charges and expenses as set forth in BNYFC's pro-petition loan
documentation with the Company from and after March 31, 1999 through the Closing
Date and (ii) decreased by an amount, if any, by which the allowed BNYFC claim
is less than $22,402,000.00 through the Closing Date.

2.4 PAYMENT. Except as otherwise provided herein, the Purchase
Price shall be payable at the Closing.

3. ASSUMPTION OF AGREEMENTS. LIABILITIES AND OTHER
OBLIGATIONS OF SELLER.

3.1 ASSUMPTION OF SPECIFIED LIABILITIES. At the Closing,
subject to the terms and conditions of this Agreement, Purchaser shall assume
and agree to pay, perform, fulfill and discharge the following specified
liabilities and obligations of the Company as and when the same become due and
payable to the extent provided herein (collectively, the "Assumed Obligations"):
(i) any current outstanding non-tax payables as of the Closing Date (other than
payables due to Wastemasters, Inc. or any of its affiliates) in an amount not to
exceed $800,000 in the aggregate, (ii) Secured Tax Liens, and (iii) the amount
of all taxes attributable to the gain, including the gain attributable to the
Tax Gross Up Amounts, (as defined below) arising from the consummation of the
sale and transfer by Seller to Purchaser pursuant to this Agreement (the "Tax
Gross Up Amounts"). In no event shall the aggregate Tax Gross Up Amounts exceed
$400,000. In calculating the Tax Gross Up Amounts, the Seller shall apply any
offsets, expenses, refunds, credits and deductions which may reduce the
Company's tax liability (collectively, the "Tax Reductions"), in compliance with
the Internal Revenue Code. The

undertaking referred to in the immediately preceding clause (iii) is referred to
herein as the "Gains Tax Undertaking". The Gains Tax Undertaking shall be
guaranteed by BNYFC consistent with Section 9.3 hereof. Seller shall apply any
and all Tax Reductions in compliance with the Internal Revenue Code.

3.2 ASSUMED EXECUTORY CONTRACTS/PERMITS. As of the date
hereof, the Company is a party to certain executory leases, contracts and
licenses which are necessary to the conduct of the Business relating to the
Purchased Assets (the "Executory Contracts"). A list of the Executory Contracts
to be assumed by Purchaser is annexed hereto as Schedule "D." Seller shall take
all action reasonably necessary in order to assume and assign such specified
Executory Contracts to Purchaser, or its designees, in accordance with the
Bankruptcy Code. Upon entry by the Bankruptcy Court of the Purchase Approval
Order, (i) such Executory Contracts shall be assumed by the Seller and assigned
to Purchaser, and such assumption and assignment shall be effective as of the
closing of the transactions contemplated hereby ("Assumed Executory Contracts")
and (ii) Purchaser shall assume the Assumed Executory Contracts and agree to
perform, comply with and be bound by all terms, conditions and covenants of the
Assumed Executory Contracts to be performed after the Closing, including without
limitation paying and discharging, as and when due, all amounts due under the
Assumed Executory Contracts after the Closing. The Seller shall pay all "cure"
amounts required to assume the Assumed Executory Contracts. Additionally, the
Company shall assign all Permits, to the extent permitted by law, which are
necessary to the conduct of the Business, to the Purchaser.

3.3 LIENS ON PURCHASED ASSETS. All of the Purchased Assets
shall be conveyed and/or assigned to Purchaser free and clear of all liens,
claims, encumbrances or interests in or upon the Purchased Assets, including but
not limited to those liens, claims and encumbrances previously granted by the
Company to BNYFC, except (i) liens held by BNYFC to secure indebtedness owed to
BNYFC if and only if BNYFC shall agree, in its sole and absolute discretion, to
allow Purchaser to assume some or all of the indebtedness due it from the
Company and BNYFC and Purchaser agree that the Purchased Assets shall be subject
to such liens, claims and encumbrances of BNYFC to secure such indebtedness (the
amount of which shall be deemed cash equivalent for purposes hereof), and (ii)
the Secured Tax Liens and the Gains Tax Undertaking, all in accordance with
Sections 363(f) and 365 of the Bankruptcy Code, respectively. Notwithstanding
the foregoing, (i) the Purchased Assets comprised of Equipment (as such term is
defined in the New York Uniform Commercial Code) shall be conveyed to Purchaser
or its designees subject to any validly perfected purchase money security
interests; and (ii) Real Property shall be conveyed to Purchaser subject to the
consent decrees issued by state and local environmental agencies. Purchaser
shall pay any documentary stamp taxes due on the transfer of the real estate at
closing.

3.4 TAX PRORATIONS. Notwithstanding the foregoing, Purchaser
does not assume any liability for any debt owed to a governmental unit for taxes
or other debts that became due and payable after December 31, 1998 except for
the Gains Tax Undertaking and as hereinafter set forth in this Section 3.4. All
personal property taxes, ad valorem taxes, real property taxes

and intangible taxes for calendar year 1999 shall be prorated on the Closing
Date based on the taxes paid for calendar year 1998. On the Closing Date Seller
shall deposit in a segregated account within the Company's bankruptcy estate an
amount equal to the Company's pro rata share of such 1999 taxes calculated in
accordance with the provisions of the preceding sentence (the "Estimated Tax
Amount"). Subject to any adjustment required pursuant to this section 3.4, the
entire Estimated Tax Amount shall be released to Purchaser, without further
order of the Bankruptcy Court, within 10 days after Purchaser presents to
Trustee a 1999 tax xxxx. In the event the actual taxes due are more or less than
the estimated taxes escrowed, Purchaser and Seller shall adjust the amount due
to reflect actual taxes owed. In the event Purchaser appeals the 1999 real and
personal property tax assessments, Seller shall receive its pro rata portion of
any net reduction (after Purchaser's costs and expenses incurred in connection
with such appeal, including attorney's fees.)

3.5 NO OTHER LIABILITIES. Except as otherwise required in
connection with the assumption of the Assumed Executory Contracts, the Assumed
Obligations, the Gains Tax Undertaking and any other obligations agreed to in
this Agreement the Seller acknowledges that the Purchaser is not offering to
assume, and agrees that Purchaser shall not assume, any contracts, obligations
or liabilities of Seller, including, without limitation, obligations with
respect to taxes that do not constitute Secured Tax Liens, other than those
contracts, obligations, or liabilities that may be designated in writing to
Seller by Purchaser prior to the Closing.

4. CLOSING.

4.1 TIME AND PLACE. The closing of the sale of the Purchased
Assets (the "Closing") shall occur on the first business day after the
satisfaction of all conditions precedent set forth in Section 8 or 9 hereof, as
the case may be, and the Purchase Approval Order becomes a Final Order, and in
no event later than May 28, 1999, unless Purchaser or Seller, as applicable, in
its sole discretion, elects to close either prior to the Purchase Approval Order
becoming a Final Order, without the satisfaction of one or more of the
conditions precedent set forth in Section 8 or 9 hereof, as applicable, or
subsequent to May 28, 1999 (the "Closing Date"). If a qualified overbid for the
Purchased Assets is accepted from a party other than the Purchaser, the closing
of such sale shall occur on or prior to May 28, 1999 unless otherwise agreed in
writing by the successful bidder and the Seller.

4.2 TRANSACTIONS AT CLOSING. At the Closing:

(a) Purchaser shall pay the Purchase Price, as
adjusted, to the Trustee.

(b) The Seller shall duly execute and deliver to
Purchaser a xxxx of sale or bills of sale (the "Xxxx of Sale"), bargain and sale
deed (without covenants) with respect to the owned Real Property (the "Deeds")
each of which shall be in substantially the forms attached hereto as Exhibits 1
and 2, respectively, and such certificates of title and other instruments of
assignment or transfer or related agreements or documents with respect to the
Purchased Assets as the Purchaser may reasonably request and as may be necessary
to vest in Purchaser all of the

Seller's right, title and interest in and to the Purchased Assets free and clear
of any and all liens, security interests, encumbrances, pledges, claims,
charges, mortgages, other restrictions, and other interests whether contingent,
perfected or unperfected other than any liens specifically contemplated hereby.

(c) Purchaser and Seller shall duly execute and
deliver one or more instruments of assignment and assumption (collectively, the
"Instrument of Assignment and Assumption"), substantially in the form attached
hereto as Exhibit 3 with respect to the Assumed Executory Contracts.

(d) Purchaser and Seller shall duly execute and/or
deliver such other certificates, documents, agreements and third party consents
as are required or contemplated to be executed and/or delivered at the Closing
pursuant to the terms of this Agreement.

5. REPRESENTATIONS AND WARRANTIES OF THE SELLER. Seller represents and
warrants to Purchaser as of the date hereof, and as of the Closing Date, as
follows:

5.1 AUTHORITY; NON-CONTRAVENTION. Subject to and after giving
effect to the approval and authority of each of the Bid Procedure Order and the
Purchase Approval Order, and compliance with applicable requirements of the
Bankruptcy Code, (a) Seller has all requisite power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby;
and (b) this Agreement has been duly executed and delivered by Seller and
(assuming due execution and delivery by Purchaser) constitutes Seller's legal,
valid and binding obligation, enforceable against it in accordance with its
terms.

5.2 BROKERS. Seller has not retained, utilized or been
represented by any investment banker, broker or finder in connection with the
transactions contemplated by this Agreement.

6. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents
and warrants to Seller as of the date hereof and as of the Closing as follows:

6.1 ORGANIZATION AND GOOD STANDING OF PURCHASER. Each
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the state of Florida. Each Purchaser has all requisite power
and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.

6.2 CORPORATE AUTHORITY; BINDING EFFECT. Subject to and after
giving effect to the approval and authority of each of the Bid Procedure Order
and the Approval Order, and compliance with applicable provisions of the
Bankruptcy Code, Purchaser has all requisite power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby,
and (b) this Agreement has been duly executed and delivered by Purchaser

and (assuming due execution and delivery by the Seller) constitutes Purchaser's
legal, valid and binding obligation, enforceable against Purchaser in accordance
with its terms.

6.3 BROKERS. Purchaser has not retained, utilized or been
represented by any investment banker, broker or finder in connection with the
transactions contemplated hereby.

7. CONDUCT OF BUSINESS PENDING CLOSING. Prior to the Closing, Seller
shall continue to operate its business in the ordinary course and consistent
with past practices and shall use commercially reasonable efforts and diligence
to preserve the business operations of Seller intact, to keep available the
services of its present personnel, to preserve in full force and effect the
contracts, agreements, instruments, leases, licenses, arrangements and
understandings of Seller and to preserve the goodwill of its suppliers,
customers, community and others having relations with Seller.

8. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS. The
obligation of Purchaser to consummate the Closing shall be subject to the
satisfaction at or prior to the Closing within the time periods pursuant to
which each of the following conditions is required to be met pursuant to this
Agreement and recognizing that time is of the essence (to the extent
noncompliance is not waived in writing by Purchaser in Purchaser's sole and
absolute discretion):

(a) The representations and warranties made by the
Seller in or pursuant to this Agreement shall be true and correct in all
material respects when made and at and as of the Closing Date with the same
effect as though such representations and warranties had been made or given at
and as of the Closing Date.

(b) The form of the Purchase Approval Order shall (x)
be acceptable to Purchaser and to BNYFC, (y) provide for the proceeds to be paid
at Closing to BNYFC, minus such amounts, if any, as BNYFC may agree in its sole
and absolute discretion to contribute to Seller's estate.

(c) The Seller shall have assumed and assigned to
Purchaser in accordance with the applicable provisions of the Bankruptcy Code,
the Assumed Executory Contracts and, to the extent permitted by applicable law,
any permits and licenses which are listed on Schedule D hereto;

(d) The Purchaser shall be satisfied, in its
reasonable discretion, that there shall have been no material adverse change in
the Purchased Assets or in the Company's business or business prospects (and no
adverse ruling of the Bankruptcy Court regarding the Contractor Agreement and
Lease Agreements between Seller and National Resource Recovery Ltd. referred to
on Schedule D attached hereto that would affect the assignment thereof) since
the date hereof;

(e) A closing no later than May 28, 1999, unless such
date is extended by Purchaser, in its sole discretion;

(f) The bankruptcy estates of the Company provide
releases of any and all claims that they may have of any kind or nature against
BNYFC;

(g) The letter agreement between Seller and BNYFC
dated April 15, 1999 has been approved as part of the Purchase Approval Order by
the Bankruptcy Court;

(h) Seller shall have continued to pay all of the
accounts payable and taxes of the Company as they become due up to the Closing
Date; and

(i) BNYFC shall have agreed to provide Purchaser with
a loan sufficient to pay the Purchase Price, including all adjustments and
assumed liabilities, and provide working capital for the continued operations,
all under terms and conditions satisfactory to Purchaser and to be advanced on
or before the Closing Date.

(j) A competitive bid procedure whereby competing
bidders may submit competing bids (each, a "Competing Bid") shall have been held
in compliance with the Bid Procedure Order entered by the Bankruptcy Court on
April 29, 1999.

9. CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATIONS. The
obligation of the Seller to consummate the Closing shall be subject to
satisfaction at or prior to the Closing of the following conditions (to the
extent noncompliance is not waived in writing by Seller in Seller's sole and
absolute discretion):

9.1 REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. The
representations and warranties made by Purchaser in or pursuant to this
Agreement shall be true and correct in all material respects when made and at
and as of the Closing Date with the same effect as though such representations
and warranties had been made or given at and as of the Closing Date.

9.2 PURCHASE APPROVAL ORDER. The form of the Purchase Approval
Order shall (x) be acceptable to Seller, (y) provide for the proceeds to be paid
at closing to BNYFC, minus such amounts, if any, as BNYFC may agree in its sole
and absolute discretion to contribute to the Seller's estate.

9.3 BNYFC UNDERTAKING. Seller shall have received an
undertaking from BNYFC to guarantee Purchaser's obligations to Seller pursuant
to Section 3.1(iii) above, in form and substance reasonably satisfactory to
Seller on or before the Closing Date.

10. TERMINATION.

10.1 TERMINATION. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to the
Closing Date:

(a) by mutual written consent of Purchaser and
Seller;

(b) by Purchaser:

(i) if Seller is in material breach or default
under any of its representations, warranties, covenants or agreements set forth
in this Agreement;

(ii) if the Closing does not occur by May 28,
1999, except if the failure to close is due to Purchaser's refusal to close by
such date notwithstanding Seller's satisfaction of all of its obligations under
this Agreement and compliance with Section 8 above in all respects;

(iii) if a Competing Bid is accepted by Seller or
approved by the Bankruptcy Court pursuant to the Bid Procedure Order; or

(iv) if any of the conditions set forth in
Section 8 hereof have not been satisfied within the required time periods set
forth herein.

(i) if Purchaser is in material breach of any of
its representations, warranties, covenants or agreements set forth in this
Agreement;

(ii) if the Closing does not occur on or before
May 28, 1999, except if the failure to close is due to Seller's refusal to close
by such date notwithstanding Purchaser's satisfaction of all of its obligations
under this Agreement and compliance with Section 9 above in all respects;

(iii) if any of the conditions set forth in
Section 9 hereof have not been satisfied within the time periods set forth
herein; or

(iv) if a Competing Bid is accepted by Seller or
approved by the Bankruptcy Court pursuant to the Bid Procedure Order.

10.2 EFFECT OF TERMINATION.

(a) In the event of the termination of this Agreement
pursuant to paragraphs (a), (b)(ii), (iii) or (iv), or (c)(ii), (iii) or (iv) of
Section 10.1, this Agreement shall forthwith become null and void and have no
further force or effect, and none of the parties hereto nor any of their
respective directors, officers, shareholders, affiliates, representatives or
advisors shall have any further obligation or liability under the provisions of
this Agreement.

(b) Upon the closing of a sale of the Purchased
Assets pursuant to a Competing Bid, Seller shall, on the date of such closing,
pay to Purchaser a break-up fee in immediately available funds in the amount of
$200,000.

(c) The Deposit, with interest accrued thereon, if
any, shall be returned to Purchaser or its designees upon the earliest to occur
of (i) the date on which the Bankruptcy Court enters a Purchase Approval Order
designating a Competing Bidder as the successful purchaser of the Purchased
Assets, or (ii) the date of the Closing if the Purchaser is the successful
purchaser of the Purchased Assets pursuant to a Purchase Approval Order or (iii)
May 28, 1999.

11. GENERAL.

11.1 COSTS AND EXPENSES. All costs and expenses of the
preparation, execution and consummation of this Agreement and the agreements and
transactions contemplated hereby, including without limitation legal,
accounting, administrative costs and expenses and other costs, fees and expenses
shall be the sole responsibility and obligation of the party incurring the same.

11.2 EXCLUSIVITY. Except as may be required by the Bankruptcy
Court or the Bankruptcy Code, at all times during the period commencing on the
date hereof and ending on the earlier of the Closing or the termination of this
Agreement pursuant to Section 10 hereof, neither the Seller nor its respective
agents, affiliates, directors, officers, employees and principals shall solicit
any other offer or proposal for the sale of all or any part of the assets of the
Company (including any higher or better offer), except in accordance with the
Bid Procedure Order. Seller shall promptly advise Purchaser of any inquiries or
other communications, other than pursuant to the Bid Procedures Order concerning
the purchase of all or any of its assets received from any third party after the
date hereof.

11.3 BOOKS AND RECORDS. Purchaser shall maintain all books and
records of the Company after the Closing Date. Purchaser shall, however, upon
reasonable written notice provide the Trustee with full access to the Company's
books and records during normal business hours for any reason, including,
without limitation, for review, analysis or photocopying. Notwithstanding
anything to the contrary herein, Purchaser's obligations under this Section 11.3
shall continue until the Chapter 11 Proceeding is finally closed or, if the
Chapter 11 Proceeding is converted to a case under Chapter 7 of the Bankruptcy
Code, until such case under Chapter 7 of the Bankruptcy Code is finally closed.

11.4 NOTICES. All notices, demands or other communications
hereunder shall be in writing or by written telecommunication, and shall be
deemed to have been duly given if mailed by certified mail, return receipt
requested, postage prepaid, or sent by written facsimile transmission, as
follows:

If to Seller, to:

Xxxxxx X. Xxxxxx, Trustee
0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000

with a copy sent concurrently to:

Holland & Knight, LLP
000 Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxxxx, Esq.

If to Purchaser, to:

J.R. Capital Corp.
00000 X.X. 00xx Xxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
Attention: Xx. Xxxx X. Xxxxxxxxxx

with a copy sent concurrently to:

Xxxxx X. Xxxxxx, Esq.
Xxxxxxxxx Traurig, P.A.
0000 Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000

11.5 ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, and shall not be amended
except by a written instrument hereafter signed by all of the parties hereto.
The Exhibits and Schedules referred to in this Agreement are incorporated into
this Agreement for all purposes.

11.6 GOVERNING LAW. The validity and construction of this
Agreement shall be governed by and construed in accordance with (i) the laws of
the State of Florida, without regard to principles of conflicts of law or choice
of law, applicable to agreements made and to be performed entirely within such
State and (ii) Title 11 of the Bankruptcy Code, where applicable.

11.7 HEADINGS. The headings of Sections and Subsections are
for reference only and shall not limit or control the meaning thereof.

11.8 ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns. Neither this

Agreement, nor the obligations of any party hereunder, shall be assignable or
transferable by any such party without the prior written consent of each of the
parties hereto.

11.9 WAIVER. Either party hereto at its sole and exclusive
option may from time to time waive any condition precedent, covenant,
representation, warranty or other provision of this Agreement provided that such
waiver is in writing and duly signed by such party.

11.10 NO IMPLIED RIGHTS OR REMEDIES. Except as otherwise
expressly provided herein, nothing herein expressed or implied is intended or
shall be construed to confer upon or to give any person, firm or corporation,
other than Seller and Purchaser and their respective affiliates, any rights or
remedies under or by reason of this Agreement.

11.11 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

11.12 SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law in any jurisdiction, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating any other provision of this Agreement.

11.13 NO SURVIVABILITY. The representations and warranties set
forth herein shall not survive the Closing of the transactions contemplated
hereby.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties hereto have caused this Agreement to be duly executed and delivered by
their respective duly authorized officers as of the date and year first above
written.

J.R. CAPITAL CORP.

By: /s/ XXXX X. XXXXXXXXXX
------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: President

ATLAS-HOMESTEAD, INC.

By: /s/ XXXX X. XXXXXXXXXX
------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: President

ATLAS-NAPLES, INC.

By: /s/ XXXX X. XXXXXXXXXX
------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: President

ATLAS-LOX ROAD, INC.

By: /s/ XXXX X. XXXXXXXXXX
------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: President

ATLAS-RIVIERA, INC.

By: /s/ XXXX X. XXXXXXXXXX
------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: President

ATLAS-TRANSOIL, INC.

By: /s/ XXXX X. XXXXXXXXXX
------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: President

ATLAS-DAVIE, INC.

By: /s/ XXXX X. XXXXXXXXXX
------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: President

ROYAL CROWN, INC.

By: /s/ XXXX X. XXXXXXXXXX
------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: President

XXXXX XXXXXXXXXXXXX, XXX.,
XXXXX XXXXXXX THERMAL
SERVICES, INC., FLORIDA
SPECIALIZED CARRIERS, INC.,
KLEENSOIL INT'L., INC.,
TRANSOIL, INC., WASTE MAGIC
RECYCLERS, INC., WASTE MAGIC
RECYCLERS PALM BEACH, INC.,
WASTE MAGIC RECYCLERS CENTRAL,
INC., HOMESTEAD LANDFILL &
RECYCLING XXXX.XX., NAPLES
RECYCLING RESOURCES, INC.,
SOUTH FLORIDA RECOVERY, INC.
and ROYAL CROWN CARTING, INC.

By: /s/ XXXXXX X. XXXXXX
-------------------------------------
Xxxxxx X. Xxxxxx, as Chapter 11 Trustee

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EXHIBIT 2 ASSET PURCHASE AGREEMENT DATED AS OF MAY , 1999

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