SC 14D9

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                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
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                                 SCHEDULE 14D-9
 
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                      ADVANCED ENVIRONMENTAL SYSTEMS, INC.
                           (Name of Subject Company)
 
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                      ADVANCED ENVIRONMENTAL SYSTEMS, INC.
                      (Name of Person(s) Filing Statement)
 
                        COMMON STOCK, $0.0001 PAR VALUE
                         (Title of Class of Securities)
 
                                   007949100
                     (CUSIP Number of Class of Securities)
 
          DOUGLAS B. KOFF, WALDBAUM, CORN, KOFF, BERGER & COHEN, P.C.,
                              303 E. 17TH AVENUE,
                                   SUITE 940,
                                DENVER, COLORADO
                                  80203-1262;
                                (303) 861-1166.
   (Name, address and telephone number of person authorized to receive notice
        and communications on behalf of the person(s) filing statement)
 
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ITEM 1. SECURITY AND SUBJECT COMPANY
 
     The name of the subject company is ADVANCED ENVIRONMENTAL SYSTEMS, INC., a
New York corporation (the "Company"), and the address of the principal executive
offices of the Company is 730 17th Street, Suite 712, Denver, Colorado 80202.
The title of the class of equity securities to which this Statement relates is
common stock, $0.0001 par value (sometimes collectively referred to as the
"Shares" or individually as a "Share").
 
ITEM 2. TENDER OFFER OF THE BIDDER
 
     This Statement relates to an offer by AES Acquisition Corp. a New York
corporation (the "Purchaser"), an indirect, wholly owned subsidiary of Philip
Services Corp. ("Parent") to purchase all Shares of the Company at a purchase
price of $0.0059 per Share, net to the Seller in cash, without interest, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
December 24, 1997 (the "Offer"). Purchaser has advised that the address of the
Purchaser's and Parent's principal executive offices is 100 King Street West, P.
O. Box 2440, LCD1, Hamilton, Ontario, Canada L8N 4J6. A tender offer on Schedule
14D-1 with respect to the Offer has been filed by the Purchaser.
 
ITEM 3. IDENTITY AND BACKGROUND
 
     (a) The name and business address of the Company, which is the person
filing this Statement, are set forth in Item 1 above.
 
     (b) The largest shareholder of the Company is Industrial Services
Technologies, Inc. ("IST"), which is a privately-held company and owner of
approximately 61.7% of the outstanding common stock of the Company as well as
100% of the outstanding convertible preferred stock of the Company. Gary
Schmitt, a Board member and Vice President of the Company, is also a Board
member, President and Chief Financial Officer of IST. George "Buster" Austin, a
director of the Company, as well as the Executive Vice President of Operations
for International Catalyst, Inc. ("INCAT") (an indirect, wholly owned subsidiary
of the Company), is also an executive officer of Piping Companies, Inc., a
significant operating company and a subsidiary of IST. Mr. Austin, Mr. Schmitt
and Alfred Brehmer (the third member of the Board of the Company) each owns less
than 1% of the outstanding shares of IST, and neither Mr. Schmitt nor Mr. Austin
owns shares of the Company. Carylyn K. Bell, the spouse of J. Daniel Bell, the
former president and former director of the Company, is also one of the largest
shareholders of IST common stock.
 
     Mr. Austin has been offered a two-year employment agreement to remain with
INCAT, with total base compensation comparable to that which he is presently
receiving. Mr. Schmitt may be retained by Parent for three months to assist with
the integration of Parent, certain of its subsidiaries, AES and IST. If
retained, Mr. Schmitt will receive from IST salary and benefits generally
consistent with those which he presently receives from IST. Mr. Schmitt does not
receive a salary from and is not an employee of AES or its subsidiaries. Mr.
Schmitt's present positions with IST (President and Chief Financial Officer)
will be eliminated due to the changes effected by the consummation of the
transactions described in this Schedule. In consideration for Mr. Schmitt
agreeing to remain with IST pending the consummation of the transactions
involving IST and to recognize his contributions, the IST Board of Directors has
approved a severance payment equivalent to approximately one year's base salary
payable from IST's working capital and has approved an additional payment of
$550,000 in settlement of certain pre-existing IST equity rights held by Mr.
Schmitt, to be paid out of the IST merger proceeds. Payment of the severance and
equity rights settlement amount will occur on the condition that the IST merger
closes by the end of 1997, regardless of if and when the AES merger closes. No
documents have been executed by either Mr. Schmitt or Mr. Austin concerning the
foregoing payments or compensation.
 
     In addition to the foregoing, certain contracts, agreements, arrangements
or understandings relating to the Company and/or the Company's directors,
executive officers or affiliates are contained in agreements described below in
this Item 3(b).
 
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     The following is a summary of certain provisions of the Agreement and Plan
of Merger (the "Merger Agreement"), the Stockholder Agreements and the Short
Form Merger Option Agreement. The following summary is not a complete
description of the terms and conditions of those documents and is qualified in
its entirety by reference to the full text thereof, which is incorporated herein
by reference and a copy of each of which has been filed with the Securities and
Exchange Commission ("Commission") as an exhibit to this Schedule 14D-9. This
Schedule and other information concerning the Company should be available for
inspection at the public reference facilities of the Commission located at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
should also be available for inspection and copying at prescribed rates at the
following regional offices of the Commission: Seven World Trade Center, 13th
Floor, New York, New York 10048; and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of this material may also be obtained by mail,
upon payment of the Commission's customary fees, from the Commission's principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also
maintains a World Wide Web site on the Internet at http://www.sec.gov that
contains reports and certain other information regarding registrants that file
electronically with the Commission, including the Company.
 
THE MERGER AGREEMENT
 
     The Offer.  The Merger Agreement provides that the Purchaser will commence
the Offer and that, upon the terms and subject to prior satisfaction or waiver
of the conditions of the Offer, the Purchaser will purchase all Shares validly
tendered and not properly withdrawn pursuant to the Offer. The Merger Agreement
provides that, without the written consent of the Company, the Purchaser will
not decrease the Offer Price, decrease the number of Shares sought in the Offer
or amend any condition of the Offer in a manner adverse to the holders of
Shares. In the event that all of the conditions of the Offer have not been
satisfied or waived by the Initial Expiration Date, January 23, 1998, the
Purchaser shall have the right from time to time to extend the expiration date.
The Purchaser will, on the terms and subject to the prior satisfaction or waiver
of the conditions of the Offer, accept for payment and pay for Shares validly
tendered and not properly withdrawn as soon as it is legally permitted to do so
under applicable law.
 
     The Merger.  Following the consummation of the Offer, the Merger Agreement
provides that, subject to the terms and conditions thereof, and in accordance
with New York law, as soon as practicable following the Effective Time, the
Purchaser will be merged with and into the Company. As a result of the Merger,
the separate corporate existence of the Purchaser will cease and the Company
will continue as the Surviving Corporation.
 
     The respective obligations of Parent and the Purchaser, on the one hand,
and the Company, on the other hand, to effect the Merger are subject to the
satisfaction on or prior to the Closing Date (as defined in the Merger
Agreement) of each of the following conditions, any and all of which may be
waived in whole or in part, to the extent permitted by applicable law: (i) the
Merger Agreement shall have been approved and adopted by the requisite vote of
the holders of Shares, if required by applicable law, in order to consummate the
Merger; (ii) no law, statute, rule, order, decree or regulation shall have been
enacted or promulgated by any government or any governmental entity of competent
jurisdiction which declares the Merger Agreement invalid or unenforceable in any
material respect or which prohibits the completion of the Offer or the
consummation of the Merger, and all governmental consents, orders and approvals
required for completion of the Offer or consummation of the merger shall have
been obtained and be in effect at the Effective Time; (iii) there shall be no
order or injunction of a court or other governmental entity of competent
jurisdiction in effect precluding consummation of the Offer or the Merger; and
(iv) Parent, the Purchaser or their affiliates shall have purchased Shares
pursuant to the Offer.
 
     At the Effective Time of the Merger (i) each issued and outstanding Share
(other than Shares that are owned by the Company or any wholly owned subsidiary
of the Company, any Shares owned by Parent or any wholly owned subsidiary of
Parent, or any Shares which are held by stockholders exercising dissenters'
rights, if any, under New York law) will be converted into the right to receive
the price per Share paid pursuant to the Offer (the "Merger Consideration"), and
(ii) each issued and outstanding share of capital stock of the Purchaser will be
converted into one share of common stock of the Surviving Corporation.
 
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     The Company Board.  The directors of the Purchaser at the Effective Time
shall be the initial directors of the Surviving Corporation until their
successors have been duly elected or appointed or qualified or until their
earlier death, resignation or removal in accordance with the Certificate of
Incorporation and the By-laws.
 
     Stockholders' Meeting.  Pursuant to the Merger Agreement, the Company will,
if required by applicable law in order to consummate the Merger: (i) duly call,
give notice of, convene and hold a special meeting of its stockholders (the
"Special Meeting") as promptly as practicable following the acceptance for
payment and purchase of Shares by the Purchaser pursuant to the Offer for the
purpose of considering and taking action upon the approval of the Merger and the
adoption of the Merger Agreement; (ii) prepare and file with the Commission a
preliminary proxy or information statement relating to the Merger and the Merger
Agreement and use its best efforts (a) to obtain and furnish the information
required to be included by the Commission in the Proxy Statement (as hereafter
defined) and, after consultation with Parent, to respond promptly to any
comments made by the Commission with respect to the preliminary proxy or
information statement and cause a definitive proxy or information statement,
including any amendment or supplement thereto (the "Proxy Statement") to be
mailed to its stockholders, provided that no amendment or supplement to the
Proxy Statement will be made by the Company without consultation with Parent and
its counsel and (b) to obtain the necessary approvals of the Merger and the
Merger Agreement by its stockholders; and (iii) provide the recommendation of
the Company Board that stockholders of the Company vote in favor of the approval
of the Merger and the adoption of the Merger Agreement, subject to the fiduciary
obligations of the Company Board under applicable law as advised by independent
counsel. Parent has agreed that it will vote, or cause to be voted, all of the
Shares then owned by it, the Purchaser or any of its other subsidiaries and
affiliates in favor of the approval of the Merger and the adoption of the Merger
Agreement. IF THE PURCHASER ACQUIRES 66 2/3% OF THE OUTSTANDING SHARES, THE
PURCHASER WILL HAVE SUFFICIENT VOTING POWER TO APPROVE THE MERGER, EVEN IF NO
OTHER STOCKHOLDERS VOTE IN FAVOR OF THE MERGER.
 
     The Merger Agreement provides that in the event that Parent, the Purchaser
and any other subsidiaries of Parent acquire, in the aggregate, at least 90% of
the outstanding Shares pursuant to the Offer or otherwise, Parent, the Purchaser
and the Company will, at the request of Parent and subject to the terms of the
Merger Agreement, take all necessary and appropriate action to cause the Merger
to become effective as soon as practicable after such acquisition, without a
meeting of stockholders of the Company, in accordance with Section 905 of the
New York Business Corporation Law ("NYBCL"). Pursuant to the Option Agreement,
the Purchaser may exercise the Short Form Merger Option (described below) at any
time within six business days after the acceptance by the Purchaser of Shares
pursuant to the Offer in accordance with the terms of the Merger Agreement;
provided, however, that the Purchaser may only exercise the Short Form Merger
Option in respect of at least that number of Short Form Shares which, when added
to the number of Shares purchased pursuant to the Offer or otherwise, represents
at least 90% of the outstanding Shares, after giving effect to the issuance of
the Short Form Shares.
 
     Interim Operations.  Pursuant to the Merger Agreement, the Company has
agreed that, except as expressly contemplated by the Merger Agreement or agreed
to in writing by Parent, prior to the Effective Time, (a) the business of the
Company and its subsidiaries will be conducted only in the ordinary and usual
course and, to the extent consistent therewith, each of the Company and its
subsidiaries will use its best efforts to preserve its business organization
intact and maintain its existing relations with customers, suppliers, employees,
creditors and business partners; (b) the Company will not, directly or
indirectly, amend or propose to amend its charter or by-laws or similar
organizational documents; (c) the Company will not, and will not permit its
subsidiaries to, (i) declare, set aside or pay any dividend or other
distribution payable in cash, stock or property with respect to its capital
stock or that of its subsidiaries, other than current or accrued dividends on
the Preferred Stock; (ii) redeem, purchase or otherwise acquire directly or
indirectly any shares of the capital stock of the Company or its subsidiaries or
any other securities thereof or any rights, warrants or options to acquire any
such shares or other securities; (iii) authorize for issuance, issue, sell,
pledge, deliver or agree to commit to issue, sell, pledge or deliver (whether
through the issuance or granting of any options, warrants, calls, subscriptions,
stock appreciation rights or other rights or other agreements) or otherwise
encumber any shares of capital stock of any class of the Company or of its
subsidiaries or any securities convertible into or exchangeable for shares of
capital stock of any class of the Company or of its subsidiaries or
 
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(iv) split, combine or reclassify the outstanding capital stock of the Company
or of any of its subsidiaries or authorize the issuance of any other securities
in respect of, in lieu of or in substitution for shares in the capital stock of
the Company or of any of its subsidiaries; (d) the Company will not, and it will
not permit any of its subsidiaries to, acquire or agree to acquire (i) by
merging or consolidating with, or by purchasing a substantial portion of the
assets of, or by any other manner, any business or any corporation, partnership,
limited liability company, joint venture, association or other business
organization or division thereof or (ii) any assets, outside of the ordinary
course of business, that individually is in excess of $25,000 or that in the
aggregate are in excess of $50,000; (e) the Company will not, and it will not
permit any of its subsidiaries to, sell, lease, license, mortgage or otherwise
encumber or subject to any lien or otherwise dispose of any assets of the
Company or of its subsidiaries other than (i) sales and dispositions of
interests or rights with respect to property having an aggregate fair market
value on the date of the Merger Agreement of less than $50,000, in each case
only if in the ordinary course of business and consistent with past practice, or
(ii) encumbrances and liens that are incurred in the ordinary course of business
and consistent with past practice; (f) neither the Company nor any of its
subsidiaries will: (i) grant any increase in the compensation payable or to
become payable by the Company or any of its subsidiaries to any of its executive
officers or key employees, (ii) adopt any new, or amend or otherwise increase,
or accelerate the payment or vesting of the amounts payable or to become payable
under any existing, bonus, incentive compensation, deferred compensation,
severance, profit sharing, stock option, stock purchase, insurance, pension,
retirement or other employee benefit plan agreement or arrangement or (iii)
enter into any employment or severance agreement with or, except in accordance
with the existing written policies of the Company, grant any severance or
termination pay to any officer, director or employee of the Company or any its
subsidiaries; (g) neither the Company nor any of its subsidiaries will: (i)
modify, amend or terminate any of its or its subsidiaries' material contracts or
waive, release or assign any material rights or claims, except in the ordinary
course of business and consistent with past practice, (ii) enter into any other
agreements, commitments or contracts that are material to the Company and its
subsidiaries taken as a whole, other than in the ordinary course of business and
consistent with past practice, or (iii) otherwise make any material change that
is adverse to the Company (including by way of termination) in (A) any existing
agreement, commitment or arrangement that is material to the Company and its
subsidiaries taken as a whole or (B) the conduct of the business or operations
of the Company and its subsidiaries; (h) neither the Company nor any of its
subsidiaries will: (i) incur or assume any long-term debt or, except in the
ordinary course of business in amounts consistent with past practice, incur or
assume any short-term indebtedness; (ii) incur or modify any material
indebtedness or other liability; (iii) issue or sell any debt securities or
warrants or other rights to acquire any debt securities of the Company or of any
of its subsidiaries; (iv) enter into any "keep well" or other arrangement to
maintain any financial condition of another person; (v) assume, guarantee,
endorse or otherwise become liable or responsible (whether directly,
contingently or otherwise) for the obligations of any other person, except in
the ordinary course of business and consistent with past practice; (vi) make any
loans, advances or capital contributions to, or investments in, any other person
(other than to wholly owned subsidiaries of the Company) or (vii) enter into any
material commitment or transaction (including, but not limited to, any material
capital expenditure or purchase or lease of assets or real estate other than the
purchase of products for inventory and supplies in the ordinary course of
business); (i) neither the Company nor any of its subsidiaries will change any
of the accounting methods used by it unless required by GAAP; (j) neither the
Company nor any of its subsidiaries will, without the prior written consent of
Parent, pay, discharge or satisfy any claims, liabilities or obligations
(absolute, accrued, asserted or unasserted, contingent or otherwise), other than
the payment, discharge or satisfaction of any such claims, liabilities or
obligations, in the ordinary course of business and consistent with past
practice, of claims, liabilities or obligations reflected or reserved against
in, or contemplated by, the consolidated financial statements (or the notes
thereto) of the Company and its consolidated subsidiaries; (k) neither the
Company nor any of its subsidiaries will take, or agree to commit to take, any
action that would or is reasonably likely to result in any of the conditions to
the Offer set forth in Annex A of the Merger Agreement or any of the conditions
to the Merger set forth in Article VI of the Merger Agreement not being
satisfied, or would make any representation or warranty of the Company contained
in the Merger Agreement inaccurate in any respect at, or as of any time prior
to, the Effective Time, or that would materially impair the ability of the
Company to consummate the Offer or the Merger in accordance with the terms of
the Merger Agreement or materially delay such consummation; (l) neither the
Company nor any of its subsidiaries will make any Tax
 
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election or settle or compromise any Tax liability or refund, except to the
extent already provided in the Company's filings with the Commission; (m)
neither the Company nor any of its subsidiaries will permit any material
insurance policy naming it as a beneficiary or a loss payable payee to be
cancelled or terminated without notice to Parent, except in the ordinary course
of business and consistent with past practice; (n) neither the Company nor any
of its subsidiaries will adopt a plan of complete or partial liquidation,
dissolution, merger, consolidation, restructuring, recapitalization or other
reorganization of the Company or any of its subsidiaries (other than the Merger)
and (o) neither the Company nor any of its subsidiaries will enter into an
agreement, contract, commitment or arrangement to do any of the foregoing, or to
authorize, recommend, propose or announce an intention to do any of the
foregoing.
 
     No Solicitation.  Pursuant to the Merger Agreement, the Company has agreed
that neither the Company nor any of its subsidiaries or affiliates will (and the
Company will use its best efforts to cause its officers, directors, employees,
representatives and agents, including, but not limited to, investment bankers,
attorneys and accountants, not to), directly or indirectly, encourage, solicit,
participate in or initiate discussions or negotiations with, or provide any
information to, any corporation, partnership, person or other entity or group
(other than Parent, any of its affiliates or representatives) concerning any
proposal or offer to acquire all or a substantial part of the business and
properties of the Company or any of its subsidiaries or any capital stock of the
Company or any of its subsidiaries, whether by merger, tender offer, exchange
offer, sale of assets or similar transactions involving the Company or any
subsidiary, division or operating or principal business unit of the Company (an
"Acquisition Proposal"), except that the Company and the Company Board may
furnish information concerning the Company and its subsidiaries to any
corporation, partnership, person or other entity or group pursuant to
appropriate confidentiality agreements, and may negotiate and participate in
discussions and negotiations with such entity or group concerning an Acquisition
Proposal if (i) such entity or group has, on an unsolicited basis, submitted a
bona fide written proposal to the Company Board relating to any such transaction
which the Company Board determines in good faith represents a superior
transaction to the Offer and the Merger and which is not conditioned upon
obtaining additional financing and (ii) in the opinion of the Company Board,
only after receipt of advice from independent legal counsel, the failure to
provide such information or access or to engage in such discussions or
negotiations would cause the Company Board to violate its fiduciary duties to
the Company's stockholders under applicable law (an Acquisition Proposal which
satisfies the immediately foregoing clauses (i) and (ii) is referred to in the
Merger Agreement as a "Superior Proposal"). The Company has agreed to
immediately communicate to Parent the terms of any proposal, discussion,
negotiation or inquiry (and will disclose any written materials received by the
Company in connection with such proposal, discussion negotiation or inquiry) and
the identity of the party making such proposal or inquiry which it may receive
in respect of any such transaction.
 
     The Company has agreed that neither the Company Board nor any committee
thereof will (i) withdraw or modify, or propose to withdraw or modify, in a
manner adverse to Parent or the Purchaser, the approval or recommendation by the
Company Board or any such committee of the Offer, the Merger Agreement or the
Merger, (ii) approve or recommend, or propose to approve or recommend, any
Acquisition Proposal or (iii) enter into any agreement with respect to any
Acquisition Proposal, except that prior to the time of acceptance for payment of
Shares in the Offer, the Company Board may do any of the foregoing at any time
after (A) the Company Board determines, after receipt of advice from outside
legal counsel to the Company, that the failure to take such action would cause
the Company Board to violate its fiduciary duties to the Company's stockholders
under applicable law and (B) two business days following Parent's receipt of
written notice advising Parent that the Company Board has received a Superior
Proposal, specifying the material terms and conditions of such Superior Proposal
and identifying the person making such Superior Proposal. Furthermore, the
Company may not enter into an agreement with respect to a Superior Proposal
unless the Company furnishes Parent with written notice not later than noon (New
York time) one day in advance of any date that it intends to enter into such
agreement and shall have caused its financial and legal advisors to negotiate
with Parent to make such adjustments in the terms and conditions of the Merger
Agreement as would enable the Company to proceed with the transactions
contemplated in the Merger Agreement on such adjusted terms.
 
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     Termination.  The Merger Agreement may be terminated and the Merger
abandoned at any time prior to the Effective Time, whether before or after
approval of the stockholders of the Company, (a) by mutual written consent of
Parent and the Company; (b) by either the Company or Parent (i) if the Offer
shall have expired without any Shares being purchased therein, provided, that
such right to terminate will not be available to any party whose failure to
fulfill any obligation under the Merger Agreement was the cause of, or resulted
in, the failure of Parent or the Purchaser to purchase the Shares prior to the
expiration of the Offer; (ii) if any governmental entity shall have issued an
order, decree or ruling or taken any other action (which order, decree, ruling
or other action the parties will use their best efforts to lift), in each case
permanently restraining, enjoining or otherwise prohibiting any of the
transactions contemplated by the Merger Agreement and such order, decree, ruling
or other action shall have become final and non-appealable; (c) by the Company
(i) if, prior to the purchase of the Shares pursuant to the Offer, Parent or the
Purchaser breaches or fails in any material respect to perform or comply with
any of its material covenants and agreements contained in the Merger Agreement
or breaches its representations and warranties in any material respect, (ii) in
connection with entering into a definitive agreement with respect to an
Acquisition Proposal if the Company has complied with all of the provisions
described above under "-- No Solicitation," including the notice provisions, and
the Company pays the Termination Fee described hereinafter, (iii) if Parent or
the Purchaser shall have terminated the Offer without Parent or the Purchaser,
as the case may be, purchasing any Shares pursuant thereto or (iv) if Parent,
the Purchaser or any of their affiliates fail to commence the Offer on or prior
to five business days following the date of the initial public announcement of
the Offer; provided, that the Company may not terminate the Merger Agreement
pursuant to clause (iii) or (iv) if the Company is in material breach of the
Merger Agreement; (d) by Parent or the Purchaser (i) if prior to the purchase of
the Shares pursuant to the Offer, the Company Board (A) withdraws, or modifies
or changes in a manner adverse to Parent or the Purchaser, its approval or
recommendation of the Offer, the Merger Agreement or the Merger, (B) approves or
recommends an Acquisition Proposal, (C) executes an agreement in principle (or
similar agreement) or definitive agreement providing for a tender offer or
exchange offer for any shares of capital stock of the Company, or a merger,
consolidation or other business combination with a person or entity other than
Parent, the Purchaser or their affiliates or (D) resolves to do any of the
foregoing, (ii) if Parent or the Purchaser terminates the Offer without Parent
or the Purchaser purchasing any Shares thereunder, provided that Parent or the
Purchaser may not terminate the Merger Agreement pursuant to this clause (ii) if
Parent or the Purchaser has failed to purchase the Shares in the Offer in
violation of the material terms thereof or (iii) if, due to an occurrence that
if occurring after the commencement of the Offer would result in a failure to
satisfy any of the conditions set forth in Annex A to the Merger Agreement,
Parent, the Purchaser or any of their affiliates fail to commence the Offer on
or prior to the fifth business day following the date of the initial public
announcement of the Offer.
 
     Indemnification.  Pursuant to the Merger Agreement, for six years after the
Effective Time, the Surviving Corporation (or any successor to the Surviving
Corporation) will indemnify, defend and hold harmless the present officers and
directors of the Company and its subsidiaries with respect to matters occurring
at or prior to the Effective Time to the full extent permitted under New York
law, the terms of the Certificate of Incorporation, By-laws and the Company's
indemnification agreements, each as in effect as of the date of the Merger
Agreement.
 
     Representations and Warranties.  Pursuant to the Merger Agreement, the
Company has made customary representations and warranties to Parent and the
Purchaser with respect to, among other things, its organization, capitalization,
authority, financial statements, need for consents or approvals, public filings,
conduct of business, employee benefit plans, intellectual property, employment
matters, excess parachute payments, compliance with laws, tax matters,
insurance, litigation, title to properties, environmental matters, undisclosed
liabilities, information to be contained in the Proxy Statement, finders fees,
the opinion of its financial advisor, and the absence of any material adverse
change since September 30, 1997.
 
     Pursuant to the Merger Agreement, Parent and the Purchaser have made
substantially similar representations and warranties as to their organization,
authority, need for consents or approvals and information to be contained in the
Proxy Statement.
 
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     Certain Conditions of the Offer.  Notwithstanding any other provisions of
the Offer, and in addition to (and not in limitation of) the Purchaser's rights
to extend and amend the Offer at any time in its sole discretion (subject to the
provisions of the Merger Agreement), the Purchaser shall not be required to
accept for payment or, subject to any applicable rules and regulations of the
Commission, including Rule 14e-1(c) under the Exchange Act (relating to the
Purchaser's obligation to pay for or return tendered Shares promptly after
termination or withdrawal of the Offer), pay for, and may delay the acceptance
for payment of or, subject to the restriction referred to above, the payment
for, any tendered Shares, and may terminate or amend the Offer as to any Shares
not then paid for, if (A) the Company, Parent and the Purchaser, as required,
have not obtained all necessary material consents, approvals, orders,
authorizations, registrations, declarations, permits or filings required to be
obtained by it in connection with the Merger Agreement and the transactions
contemplated thereby or (B) at any time on or after the date of the Merger
Agreement and before the time of payment for any such Shares, any of the
following events shall occur or shall be determined by the Purchaser to have
occurred:
 
          (i) there shall be threatened or pending any suit, action or
     proceeding by any Governmental Entity (as defined in the Merger Agreement)
     against the Purchaser, Parent, the Company or any subsidiary of the Company
     (a) seeking to prohibit or impose any material limitations on Parent's or
     the Purchaser's ownership or operation (or that of any of their respective
     subsidiaries or affiliates) of all or a material portion of their or the
     Company's businesses or assets, or to compel Parent or the Purchaser or
     their respective subsidiaries and affiliates to dispose of or hold separate
     any material portion of the business or assets of the Company or Parent and
     their respective subsidiaries, in each case taken as a whole, (b)
     challenging the acquisition by Parent or the Purchaser of any Shares under
     the Offer, the Merger or pursuant to the Stockholder Agreements, seeking to
     restrain or prohibit the making or consummation of the Offer or the Merger
     or the performance of any of the other transactions contemplated by the
     Merger Agreement (including the voting provisions thereunder), or seeking
     to obtain from the Company, Parent or the Purchaser any damages that are
     material in relation to the Company and its subsidiaries taken as a whole,
     (c) seeking to impose material limitations on the ability of the Purchaser,
     or render the Purchaser unable, to accept for payment, pay for or purchase
     some or all of the Shares pursuant to the Offer and the Merger, (d) seeking
     to impose material limitations on the ability of the Purchaser or Parent
     effectively to exercise full rights of ownership of the Shares, including,
     without limitation, the right to vote the Shares purchased by it on all
     matters properly presented to the Company's stockholders or (e) which
     otherwise is reasonably likely to have a material adverse affect on the
     Company and its subsidiaries, taken as a whole;
 
          (ii) there shall be any statute, rule, regulation, judgment, order or
     injunction enacted, entered, enforced, promulgated, or deemed applicable,
     pursuant to an authoritative interpretation by or on behalf of a Government
     Entity, to the Offer or the Merger, or any other action shall be taken by
     any Governmental Entity that is reasonably likely to result, directly or
     indirectly, in any of the consequences referred to in clauses (a) through
     (d) of paragraph (i) above;
 
          (iii) there shall have occurred (a) any general suspension of trading
     in, or limitation on prices for, securities on the New York Stock Exchange,
     The Toronto Stock Exchange, the Montreal Exchange or in The Nasdaq Stock
     Market, for a period in excess of 24 hours (excluding suspensions or
     limitations resulting solely from physical damage or interference with such
     exchanges not related to market conditions), (b) a declaration of a banking
     moratorium or any suspension of payments in respect of banks in the United
     States or Canada (whether or not mandatory), (c) a commencement of a war
     directly or indirectly involving the United States or Canada, (d) any
     limitation (whether or not mandatory) by any United States or Canadian
     governmental authority on the extension of credit generally by banks or
     other financial institutions, (e) any decline in either the Dow Jones
     Industrial Average or the Standard & Poor's Index of 500 Industrial
     Companies by an amount in excess of 20% measured from the close of business
     on the date of the Merger Agreement, (f) a change in general financial bank
     or capital market conditions which materially or adversely affects the
     ability of financial institutions in the United States or Canada to extend
     credit or syndicate loans or (g) in the case of any of the foregoing
     existing at the time of the commencement of the Offer, a material
     acceleration or worsening thereof;
 
                                        8
   9
 
          (iv) (a) the representations and warranties of the Company set forth
     in the Merger Agreement shall not be true and correct in any material
     respect as of the date of the Merger Agreement and as of consummation of
     the Offer as though made on or as of such date, (b) the Company shall have
     failed to comply with its covenants and agreements under the Merger
     Agreement in all material respects or (c) there shall have occurred any
     events or changes which have had or will have a material adverse effect on
     the Company and its subsidiaries taken as a whole;
 
          (v) (a) the Company Board shall have withdrawn, or modified or changed
     in a manner adverse to Parent or the Purchaser (including by amendment of
     the Schedule 14D-9) its approval or recommendation of the Offer, the Merger
     Agreement or the Merger, or approved or recommended any Acquisition
     Proposal, (b) the Company shall have entered into any agreement with
     respect to any Superior Proposal in accordance with Section 5.5(b) of the
     Merger Agreement or (c) the Company Board, upon request of the Purchaser,
     shall fail to reaffirm its recommendation of the Offer, the Merger
     Agreement or the Merger;
 
          (vi) Parent shall not have acquired all of the outstanding capital
     stock, on a fully diluted basis of Industrial Services Technologies, Inc.
 
          (vii) the Merger Agreement shall have terminated in accordance with
     its terms;
 
which in the sole judgment of Parent or the Purchaser, in any such case, and
regardless of the circumstances (including any action or inaction by Parent or
the Purchaser) giving rise to such condition makes it inadvisable to proceed
with the Offer and/or with such acceptance for payment of or payment for Shares.
 
     The foregoing conditions are for the sole benefit of Parent and the
Purchaser and may be waived by Parent or the Purchaser, in whole or in part at
any time and from time to time in the sole discretion of Parent or the
Purchaser. The failure by Parent or the Purchaser at any time to exercise any of
the foregoing rights shall not be deemed a waiver of any such right and each
such right shall be deemed an ongoing right which may be asserted at any time
and from time to time. Any determination by the Purchaser or Parent concerning
the events described in this section, "Certain Conditions of the Offer", will be
final and binding upon all parties.
 
THE STOCKHOLDER AGREEMENT
 
     Tender of Shares.  In connection with the execution of the Merger
Agreement, Parent and the Purchaser entered into Stockholder Agreements with the
Selling Stockholders. Upon the terms and subject to the conditions of such
agreements, each of the Selling Stockholders has agreed to validly tender (and
not withdraw) pursuant to and in accordance with the terms of the Offer, not
later than the fifth business day after commencement of the Offer, the number of
Shares owned beneficially by such Selling Stockholder (or a total of 28,808,953
Shares, representing approximately 5.4% of the outstanding Shares).
 
     Provisions Concerning the Shares.  The Selling Stockholders have agreed
that during the period commencing on the date of the Stockholder Agreement and
continuing until the first to occur of the Effective Time or the termination of
the Merger Agreement in accordance with its terms, at any meeting of the
Company's stockholders or in connection with any written consent of the
Company's stockholders, the Selling Stockholders will vote (or cause to be
voted) the Shares held of record or beneficially owned by each of such Selling
Stockholders: (i) in favor of the Merger, the execution and delivery by the
Company of the Merger Agreement and the approval of the terms thereof and each
of the other actions contemplated by the Merger Agreement and the Stockholder
Agreement and any actions required in furtherance thereof; and (ii) against any
Acquisition Proposal and against any action or agreement that would impede,
frustrate, prevent or nullify the Stockholder Agreement or result in a breach in
any respect of any covenant, representation or warranty or any other obligation
or agreement of the Company under the Merger Agreement or which would result in
any of the conditions to the Offer or the Merger not being fulfilled. Each of
the Selling Stockholders has also agreed not to transfer such Selling
Stockholder's Shares and not to, directly or indirectly, encourage, solicit,
participate in or initiate discussions or negotiations with, or provide any
information to, any corporation,
 
                                        9
   10
 
partnership, person or other entity or group (other than Parent, any of its
affiliates or representatives) concerning any Acquisition Proposal.
 
     Other Covenants, Representations, Warranties.  In connection with the
Stockholder Agreements, the Selling Stockholders made certain customary
representations and warranties, including with respect to (i) ownership of the
Shares, (ii) the Selling Stockholder's authority to enter into and perform its
or his \obligations under the Stockholder Agreement, (iii) the absence of
conflicts and requisite governmental consents and approvals, and (iv) the
absence of encumbrances on and in respect of the Selling Stockholder's Shares.
Parent and the Purchaser have made certain representations and warranties with
respect to Parent and the Purchaser's authority to enter into the Stockholder
Agreement and the absence of conflicts and requisite governmental consents and
approvals.
 
SHORT FORM MERGER OPTION AGREEMENT
 
     The NYBCL requires, among other things, that the adoption of any plan of
merger or consolidation of the Company must be approved by the Company Board and
generally by the holders of the Company's outstanding voting securities. The
Company Board has approved the Offer and the Merger; consequently, the only
additional action of the Company that may be necessary to effect the Merger is
approval by such stockholders if the "short-form" merger procedure described
below is not available. Under the NYBCL, the affirmative vote of holders of
66 2/3% of the outstanding Shares (including any Shares owned by the Purchaser)
is generally required to approve the Merger. If the Purchaser acquires, through
the Offer or otherwise, voting power with respect to at least 66 2/3% of the
outstanding Shares (which would be the case if the Purchaser were to accept for
payment Shares tendered pursuant to the Offer, including the Shares subject to
the Stockholder Agreements sold pursuant to the Stockholder Agreements or
tendered by the Selling Stockholders pursuant to the Offer), it would have
sufficient voting power to effect the Merger without the vote of any other
stockholder of the Company. However, the NYBCL also provides that if a parent
company owns at least 90% of each class of stock of a subsidiary, the parent
company can effect a short-form merger with that subsidiary without the action
of the other stockholders of the subsidiary. Accordingly, if, as a result of the
Offer or otherwise, the Purchaser acquires or controls the voting power of at
least 90% of the outstanding Shares, the Purchaser could, and intends to, effect
the Merger without prior notice to, or any action by, any other stockholder of
the Company. Pursuant to an agreement dated December 15, 1997, among Parent, the
Purchaser and the Company (the "Option Agreement"), the Company has granted to
the Purchaser an option (the "Short Form Merger Option") to purchase up to
1,300,000,000 newly issued Shares ("Short Form Shares"). The Short Form Merger
Option may be exercised by the Purchaser at any time within six business days
after the acceptance by the Purchaser of Shares pursuant to the Offer in
accordance with the terms of the Merger Agreement; provided, however, that the
Purchaser may only exercise the Short Form Merger Option in respect of at least
that number of Short Form Shares which, when added to the number of Shares
purchased pursuant to the Offer or otherwise, represents at least 90% of the
outstanding Shares, after giving effect to the issuance of the Short Form
Shares.
 
ITEM 4. THE SOLICITATION OR RECOMMENDATION
 
     (a) RECOMMENDATION OF THE BOARD OF DIRECTORS. The Company's Board of
Directors unanimously determined on December 15, 1997 that the Offer is fair to,
and in the best interests of, the Company and the shareholders of the Company,
and recommends that the shareholders of the Company accept the Offer and tender
their shares pursuant to the Offer.
 
     (b) BACKGROUND OF THE OFFER
 
     In 1996, CIBC Oppenheimer Corp., on behalf of IST and its subsidiaries,
acted as an advisor to analyze whether there existed opportunities for these
companies by means of a merger, acquisition or other reorganization. In
connection with those activities, IST's majority ownership of the Company was
examined. In February 1997, representatives of IST and the Company made a
presentation to representatives of Parent with respect to IST's and AES's
business activities. On August 29, 1997, Parent submitted a non-binding letter
of intent which was accepted by IST on September 4, 1997 for the purchase of IST
by a subsidiary of
 
                                       10
   11
 
Parent in which the Purchaser would be merged with and into IST. The letter of
intent required, as a condition of the closing of the merger with IST, that the
Board of AES would approve, on terms satisfactory to it, a transaction by which
a subsidiary of Parent would acquire the remaining issued shares of AES not
owned by IST. Shortly thereafter, the Company was advised that, especially in
light of the various interests of the Company's Board members described in Item
3(b) above, the amount of consideration to be received by the Company's
shareholders in any such transaction should be determined by the Company as part
of its own negotiations and that such consideration would not be negotiated by
IST.
 
     In response to this information, in October 1997 the Board of Directors of
the Company engaged Neidiger/Tucker/Bruner, Inc. (the "Financial Advisor") for
the purpose of rendering an opinion as to the fairness of a proposed
transaction, from a financial point of view, to the minority shareholders of the
Company. As no such transaction was then structured or agreed upon, the
Financial Advisor's initial task was to assist in determining a fair price to be
paid to the minority shareholders assuming a transaction by which there would be
a change in control of the Company.
 
     On October 21, 1997, a meeting was held between representatives of Parent
and of IST, one of whom is also an executive officer of AES. At that meeting
there was a brief discussion of the alternative structures for the acquisition
by Parent of the interest of the minority shareholders of AES. No agreements as
to the terms for the AES transaction were reached at that time.
 
     On November 7, 1997, a Board of Directors meeting of the Company was held
for the purpose of discussing with the Financial Advisor its progress to date.
During the meeting, Mr. Bell (the then President of the Company) submitted his
resignation. He stated that he was resigning as a result of conflicts of
interest pertaining to him and his family. Although as of the meeting date,
neither the value of consideration to be received by shareholders of the Company
nor the structure of any proposed transaction with Parent had been identified, a
substantial portion of that meeting was devoted to the Financial Advisor's
presentation regarding its preliminary financial analyses concerning the
Company's financial and business condition and the value of the holdings of the
shareholders of the Company who own of approximately 38% of the common stock of
the Company not owned by IST (the "Minority Interest"). After the presentation
and discussion with members of the Board, the Board decided to further consider
the matters presented by the Financial Advisor and to schedule a subsequent
meeting at which additional questioning and presentation of analyses could
occur.
 
     After several days of informal discussions among members of the Board, the
Board again met on November 11, 1997 to continue discussions with and
questioning of the Financial Advisor, who again presented information to the
Board with respect to its financial analyses. At the end of that meeting, the
Board authorized Mr. Schmitt to discuss with representatives of Parent whether
Parent intended to propose a transaction which would cause a change in control
of the Company. Mr. Schmitt was authorized to receive such information and
communicate the terms of any proposal from Parent to the Board for its
consideration.
 
     On November 19, 1997, Mr. Schmitt first received an oral proposal from
Parent with respect to its interest in submitting a tender offer on behalf of
Purchaser for shares of common stock of the Company. After discussion with the
Board of the Company and subsequent discussions between Mr. Schmitt and Parent,
and further negotiations between the parties, Parent indicated that it would
request its board of directors to consider making a tender offer to the Company
on the terms substantially similar to the Offer. After further informal
discussions among the members of the Board, the Board met on November 25, 1997
to consider the pending discussions and to engage in further discussions with
the Financial Advisor.
 
     Mr. Schmitt explained at the meeting that the transaction then being
discussed was a two-step transaction in which the first step would be a tender
offer for shares of common stock of the Company and the second step would be the
merger of the Purchaser into the Company. The transaction would result in
shareholders of the Company receiving $0.0059 per share of common stock (a total
of approximately $1,200,000 to the holders of the Minority Interest).The Board
also discussed the proposed transaction by which Parent or a subsidiary would
acquire IST by merger, the closing of which would be a condition to the closing
of the transactions concerning the Company. In addition, the Board discussed the
requirement that other shareholders of the Company (owning at least 26,264,000
shares of the common stock of the Company) enter into Stockholder Agreements to
tender their shares in accordance with the provisions of the tender offer
 
                                       11
   12
 
applicable to all other shareholders of the Company (the effect of the IST
merger agreement and Stockholder Agreements would be to make Parent the owner of
at least 66 2/3% of the shares of common stock of the Company). Also, the
Company would be asked to grant an option to permit Parent or the Purchaser to
purchase such amount of newly issued shares from the Company to cause Parent
and/or the Purchaser to own, together with shares tendered pursuant to the
tender offer and shares acquired by Parent's acquisition of IST through a
merger, at least ninety percent (90%) of the outstanding common stock of the
Company. At the time of this Board meeting, the Board understood that it would
be premature to vote on the particulars of any proposal, as the actual making of
any offer by or for the benefit of Parent could not occur until the proposed
transaction was considered by the Board of Directors of Parent, which had not
yet occurred.
 
     After further discussions between the parties, and being advised by Parent
that its Board on December 15, 1997, had approved making the Offer, the Board of
the Company met on December 15, 1997 to consider the Offer. At that meeting, the
Board engaged in additional discussions and reviewed the documents proposed to
effectuate the Offer. In addition, the Financial Advisor made a presentation of
certain financial analyses it had performed in connection with its review of the
proposed Offer and gave its oral opinion that the price to the owners of the
Minority Interest would be fair, from a financial point of view, if the
transactions discussed at the meeting were consummated under the terms described
in the documents. At the conclusion of that meeting, the Board of Directors of
the Company authorized the officers of the Company to proceed with the
transaction on terms consistent with those presented and to execute such
documents as necessary to cause the transaction to be completed.
 
     On December 16, 1997, Parent, IST Acquisition Corp., an indirect wholly
owned subsidiary of Parent, and IST entered into the IST Merger Agreement
pursuant to which IST Acquisition Corp. will be merged with and into IST, with
IST continuing as the surviving corporation and an indirect wholly owned
subsidiary of Parent.
 
     A press release was issued by the Company after the closing of the United
States stock markets on December 18, 1997 announcing the transaction, and the
Company received the Financial Advisor's written opinion, dated as of December
15, 1997, which confirmed the oral opinion previously communicated.
 
                          OPINION OF FINANCIAL ADVISOR
 
     The Company engaged the Financial Advisor to act as its financial advisor
in connection with the Offer and to render an opinion as to the fairness, from a
financial point of view, to the holders of the Minority Interest of the
consideration to be received in the Offer. The Financial Advisor rendered its
oral opinion, subsequently confirmed in writing effective as of December 15,
1997, to the Board that, as of such date, the consideration to be received by
the shareholders' of the Minority Interest of the Company was fair to such
holders from a financial point of view. A COPY OF THE FINANCIAL ADVISOR'S
OPINION DATED DECEMBER 15, 1997 IS ATTACHED AS EXHIBIT (c)(1) HERETO. THE
COMPANY'S SHAREHOLDERS ARE ADVISED TO READ THE OPINION. Shareholders should note
that the opinion was written for the information of the Board in connection with
their evaluation of the Offer. No limitations were placed on the Financial
Advisor by the Board with respect to the investigation made or the procedures
followed in preparing and rendering its opinion.
 
     In its review of the Offer, and in arriving at its opinion, the Financial
Advisor, among other things: (i) reviewed the publicly available consolidated
financial statements of the Company for recent years and interim periods to date
and certain other relevant financial and operating data of the Company made
available to the Financial Advisor from published sources and from the internal
records of the Company; (ii) reviewed certain internal financial and operating
information, including projections, relating to the Company provided by the
management of the Company; (iii) discussed with certain members of the
management of the Company the business, financial condition and business
prospects of the Company; (iv) reviewed the recent reported prices and trading
activity for the Company's common stock; and (v) performed such other analyses
and examinations and considered such other information, financial studies,
analyses and investigations and financial, economic and market data the
Financial Advisor deemed relevant.
 
                                       12
   13
 
     The Financial Advisor did not independently verify any of the information
concerning the Company reviewed by it in connection with its evaluation of the
Minority Interest and the Offer. The Financial Advisor assumed and relied upon
the accuracy and completeness of all such information provided by the Company or
available from public sources. In connection with its opinion, the Financial
Advisor did not prepare or obtain any independent evaluation or appraisal of any
of the assets or liabilities of the Company, nor did it conduct a physical
inspection of the properties and facilities of the Company. With respect to the
financial forecasts and projections used in its analyses, the Financial Advisor
assumed that they reflect the best currently available estimates and judgments
of the expected future performance of the Company. The Financial Advisor also
assumed that the Company was not a party to any pending transactions, including
external financings, recapitalizations or material merger discussions, other
than the Offer and those in the ordinary course of conducting its business. The
Financial Advisor's opinion is necessarily based upon market, economic,
financial and other conditions as they exist and can be evaluated as of the date
of its opinion and any change in such conditions would require a reevaluation of
its opinion. The Financial Advisor was not requested to, and did not, formally
solicit indications of interest from any other parties in connection with a
possible acquisition of, or business combination with, the Company or its common
stock.
 
     The Financial Advisor was not involved in determining any terms of the
Offer. The Financial Advisor was selected by the Board after consideration of
other investment bankers and based upon its qualifications, experience and
reputation. The Financial Advisor is a member of the National Association of
Securities Dealers, Inc. and is regularly engaged in the valuation of businesses
and securities in connection with business combinations, tender offers, mergers
and acquisitions and for other purposes.
 
     The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. The summary
of the Financial Advisor analyses set forth below does not purport to be a
complete description of the presentation by the Financial Advisor to the Board.
In arriving at its opinion, the Financial Advisor did not attribute any
particular weight to any analyses or factor considered by it, but rather made
qualitative judgments as to the significance and relevance of each analysis and
factor. Accordingly, the Financial Advisor believes that its analyses and the
summary set forth below must be considered as a whole and that selecting
portions of its analyses, without considering the entire analysis could create
an incomplete view of the processes underlying the analyses set forth in the
Financial Advisor presentation to the Board and its opinion. In performing its
analyses, the Financial Advisor made numerous assumptions with respect to
general business and economic conditions and other matters, many of which are
beyond the control of the Company. The analyses performed by the Financial
Advisor (and summarized below) are not necessarily indicative of actual values
or actual future results, which may be significantly more or less favorable than
suggested by such analyses.
 
     The Financial Advisor utilized several analyses in rendering its fairness
opinion. They are briefly described below.
 
     Review of Recent Reported Prices and Trading Activity.  The Financial
Advisor reviewed the average price and trading activity for the Company's common
stock for the twelve months preceding December 15, 1997. The bid and ask prices
of the Company's common stock as of December 15, 1997 were $0.0030 and $0.0065
respectively. This compares with a price of $0.0059 per share pursuant to the
Offer. The Financial Advisor found that generally the volume of trading activity
was extremely small.
 
     Discounted Cash Flow Analysis.  The Financial Advisor performed a
discounted cash flow analysis pursuant to which the value of the Company (and
accordingly the value of the Minority Interest) was estimated by subtracting (i)
the Company's obligations, senior to its common stockholders, to its lenders and
in respect of its preferred stock, from (ii) the estimated net present value of
the Company obtained by determining the average "free" cash flow for the
four-year, three-year and one-year periods ending on the last day of 1997, based
on certain operating and financial assumptions, forecasts and other information
provided by management of the Company. This analysis included an adjustment for
the discontinuance of the flow bin operations which were sold in the second
quarter of 1997. The Financial Advisor included the four-year average in its
analysis because the performance of the Company in 1994 was considerably better
than the performance for 1995 and 1996. For purposes of such analysis, the
Financial Advisor utilized varying discount
 
                                       13
   14
 
rates (with particular focus on the discount rate of 20%, representing both
interest and risk factors). From these analyses, the Financial Advisor
determined that the adjusted value of the Company (and the consequent value of
the Minority Interest) was negative for both the three-year average period and
the four-year average period. The analysis using only 1997 numbers was
determined to be of only limited relevance in that, as noted in the Company's
Form 10-Q for the quarter ended September 30, 1997, performance in 1997 was
significantly affected by the Company's work on an unplanned turnaround project
as well as timing which caused projects to be undertaken in first quarter 1997
rather than fourth quarter 1996. The Company does not expect this to be repeated
in fiscal year 1998.
 
     The Financial Advisor also performed the discounted cash flow analysis
without adjustment for the revenues and earnings previously generated from the
Company's leasing of its flow bins (which, as noted, have been sold so that such
source of revenues and earnings is no longer a part of the business of the
Company). Applying the same assumptions and methodology as discussed in the
preceding paragraph, the value of the Company (and the value of the Minority
Interest) was accordingly higher for each period. The Financial Advisor
attributed minimal weight to this methodology, as the flow bins have been sold
by the Company and the Company does not have an available business activity to
substitute for the flow bin business. However, for purposes of performing a
comprehensive valuation analysis and for demonstrating the quantitative effect
upon the valuation of the Company by such loss of business, the Financial
Advisor performed a discounted cash flow analysis which does not take into
account the cessation of the flow bin business.
 
     Common Equity Book Value Per Common Share.  The common equity book value
per common share of the Company was estimated as of December 31, 1997.
Adjustments were made to eliminate earnings obtained by the Company in
connection with the leasing of flow bins, as those assets were sold during
fiscal year 1997. The estimated value resulting from these calculations was
$0.00250 per common share, substantially lower than the $0.0059 per common share
to be paid pursuant to the Offer. Although these calculations support the
Financial Advisor's opinion that the Offer is fair, from a financial point of
view, to the holders of the Minority Interest of the Company, the Financial
Advisor attributed minimal weight to this result since it is not an appropriate
basis for valuing a company such as the Company. However, for purposes of
performing a comprehensive valuation analysis, the Financial Advisor performed
an analysis of common equity book value per common share.
 
     Twelve-Month Trailing Cash Flow Analysis.  The Financial Advisor performed
a twelve-month trailing cash flow analysis for the period from October 31, 1996
through September 30, 1997. The cash flow was adjusted for the sale of the flow
bins as a one-time event, but no adjustment was made for the expected decrease
in revenues and earnings to the Company which had been received from the
Company's leasing of its flow bins. The Financial Advisor applied a multiple to
the twelve-month trailing earnings (before income taxes, depreciation and
amortization) to arrive at a value of the Company of $4,456,000. After deducting
the Company's obligations to its lender and preferred stockholders, the adjusted
value of the Company was determined to be $2,863,000, with the Minority Interest
having a value of $1,097,000 (lower than the approximate $1,200,000 value
attributed to the Minority Interest under the terms of the Offer). This analysis
was deemed of only limited relevance for the same reasons discussed in
"Discounted Cash Flow Analysis" above.
 
     Analysis of Contribution to Enterprise Value.  The Company was advised
that, and so informed the Financial Advisor, that the total price to be paid by
Parent and/or the Purchaser in connection with both the Offer as well as the
acquisition of IST is to be approximately $31,500,000, of which approximately
$1,200,000 will be offered for the Minority Interest of the Company. The
Financial Advisor used such "enterprise value" to calculate the amount that
would constitute the Company's contribution to the enterprise value based on
both a contribution to revenues basis as well as a contribution to earnings
basis (before taxes, depreciation and amortization), based upon both a three
year average and a four year average. Under these analyses, the value of the
Minority Interest of the Company based upon the Company's overall contribution
to the enterprise ranged from $156,000 to $268,000, significantly lower than the
approximate $1,200,000 attributed to the Minority Interest under the terms of
the Offer.
 
                                       14
   15
 
     The foregoing summary does not purport to be a complete description of the
analyses performed by the Financial Advisor or of its presentations to the Board
of the Company. The Financial Advisor's analyses were prepared solely as part of
the Financial Advisor's analysis of the fairness of the consideration to be
received by the holders of the Minority Interest of the Company and were
provided to the Board of the Company in that connection.
 
     The Company will pay the Financial Advisor a fee of $35,000 for rendering
its opinion. In addition, the Company agreed to reimburse the Financial Advisor
for reasonable out-of-pocket expenses and to indemnify the Financial Advisor and
its directors, officers and employees against any loss or claims arising out of
its engagement by the Company, subject to certain exceptions.
 
                       REASONS FOR THE BOARD'S POSITION.
 
     In reaching its recommendation specified in Item 4(a), the Board of
Directors of the Company considered a number of factors, including without
limitation, the following:
 
          (i) the financial and other terms and conditions of the Offer and
     Merger, and the opinion of the Financial Advisor that the transaction is
     fair, from a financial point of view, to the holders of the Minority
     Interest, and the analyses of various factors considered by the Financial
     Advisor in reaching its opinion, including those described above;
 
          (ii) that a prior indication of interest had been received by the
     Company for the purchase of the Company's assets, but that even though the
     price proposed in that offer exceeded the price in the pending offer, the
     net price receivable by the holders of the Minority Interest would have
     been substantially less due to the two levels of taxation resulting from a
     sale of assets;
 
          (iii) that the historical performance of the Company has been
     extremely erratic with respect to revenues, cash flow, expenses and income,
     and that although the Company's year to date performance is relatively
     good, it is not expected to be indicative of next year's results and there
     is no reason to believe that future financial performance of the Company
     will be any less erratic;
 
          (iv) that the Company is no longer engaged in the business of leasing
     flow bins to customers, which business previously resulted in positive
     revenue and income, but which business was sold as a result of the
     diminishing market for the Company's flow bins due to competition, the
     costs of continued certification and maintenance of the flow bins, the need
     for immediate additional working capital and the requirements of lenders;
 
          (v) the historical market prices and volume of recent trading
     activity, including that the Company's common stock is very thinly traded
     and subject to significant volatility;
 
          (vi) that it did not appear that the holders of the Minority Interest
     would be able to participate in a business combination without the
     contemporaneous sale by or of IST, and that the acquisition by Parent
     and/or its affiliates of both companies would be appropriate for Parent
     because the work being done by the Company and IST would complement work
     being done by other companies owned by Parent;
 
          (vii) that the Financial Advisor did not apply a specific
     minority-ownership discount factor in arriving at the fair value of the
     Minority Interest;
 
          (viii) that the Company's inability to demonstrate to its employees
     that there is growth potential has made it difficult to retain skilled
     employees and to pay compensation to employees at a level necessary to
     retain key employees, and that as a result the Company has experienced some
     loss of business from customers whose relationships were with prior
     employees of the Company;
 
          (ix) that the Company's size makes it unlikely that larger buyers
     would look at an acquisition of the Company by itself, while smaller buyers
     might not find the Company to be attractive for acquisition as a result of
     there not appearing to be advantages to the Company being a public entity;
 
                                       15
   16
 
          (x) the possible alternatives to consummating the Offer, including,
     without limitation, continuing to operate the Company as an independent
     entity and the risks associated therewith; and
 
          (xi) that the price to be paid under the Offer was above the market
     price for the shares on the date of the Company's receipt of the Offer, and
     that the parties to the Stockholder Agreements are willing and desire to
     tender their shares in connection with the Offer and at the price specified
     in the Offer.
 
     The members of the Board of the Company evaluated the various factors
listed above in light of their knowledge of the business, financial condition
and prospects of the Company and based upon the advice of financial and legal
advisors. In light of the number and variety of factors considered in connection
with the Board's evaluation of the Offer, the Board did not find it practicable
to assign relative weights to the foregoing factors and, accordingly, the Board
did not do so.
 
     The Board of the Company recognizes that the Offer is not structured to
require the approval of the holders of the Minority Interest, and that it is
intended that if the Offer is consummated, Parent and/or the Purchaser will be
able to approve a merger without the affirmative vote of any other shareholder
of the Company. In considering the recommendation of the Board, shareholders of
the Company should be aware that certain members of the Board and executive
officers of the Company have interests in the transaction which present them
with conflicts of interest. In making its determinations and recommendations,
the Board of the Company was aware of the matters set forth above under Item
3(b) and considered them in making their recommendation and in approving the
Offer and related transactions.
 
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
 
     Neither the Company nor any person acting on its behalf has employed,
retained or compensated, or intends to employ, retain or compensate, any person
or class of persons to make solicitations or recommendations to security holders
concerning the Offer. However, the Company retained Neidiger/Tucker/Bruner, Inc.
to render its opinion to the Board as to the fairness to the Company's minority
shareholders, from a financial point of view, of the consideration to be
received by the Company's shareholders pursuant to the Offer. See Item 4 above.
 
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
 
          (a) The Company has not effected any transactions in the Shares during
     the 60 days preceding this Statement nor, to the best of the Company's
     knowledge, have there been any such transactions during said period by any
     executive officer, director, affiliate or subsidiary of the Company.
 
          (b) To the best knowledge of the Company, to the extent permitted by
     applicable securities laws, rules and regulations, all of the Company's
     executive officers, directors and affiliates who own Shares intend to
     tender such Shares to Purchaser pursuant to the Offer.
 
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
 
          (a) Except as set forth in this Statement, the Company is not engaged
     in any negotiation in response to the Offer which relates to or would
     result in: (i) an extraordinary transaction, such as a merger or
     reorganization, involving the Company or any subsidiary of the Company;
     (ii) a purchase, sale or transfer of a material amount of assets by the
     Company or any subsidiary of the Company; (iii) a tender offer for or other
     acquisition of securities by or of the Company; or (iv) any material change
     in the present capitalization or dividend policy of the Company.
 
          (b) Except as set forth in this Statement, there are no transactions,
     Board resolutions, agreements in principle or signed contracts in response
     to the Offer, which relate to or would result in one or more of the matters
     referred to in Item 7(a) above.
 
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
 
     None.
 
                                       16
   17
 
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
 
                                                                         
 (a)       None
 (b)       None
 (c)(1)    Opinion Letter from Neidiger/Tucker/Bruner, Inc. dated December
           15, 1997.
*(c)(2)    Text of Press Release, dated December 18, 1997, issued by the
           Company.
*(c)(3)    Agreement and Plan of Merger, dated as of December 15, 1997 among
           the Company, Philip Services Corp. and AES Acquisition Corp.
*(c)(4)    Form of Stockholder Agreement, dated as of December 15, 1997,
           among Philip Services Corp., AES Acquisition Corp. and the
           Selling Shareholders.
*(c)(5)    Short Form Merger Option Agreement, dated as of December 15,
           1997, among the Company, Philip Services Corp. and AES
           Acquisition Corp.


 
* Not included in the mailing to the Company's shareholders.
 
     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
 
                                          /s/ GARY L. SCHMITT
 
                                          --------------------------------------
                                          Signature
 
                                          Name:  Gary L. Schmitt
                                          Title:   Vice President
 
Date: December 24, 1997
 
                                       17
   18
 
                                 EXHIBIT INDEX
 


EXHIBIT
  NO.                                         DESCRIPTION
- -------    ----------------------------------------------------------------------------------
        
 (a)       None
 (b)       None
 (c)(1)    Opinion Letter from Neidiger/Tucker/Bruner, Inc. dated December 15, 1997
*(c)(2)    Text of Press Release, dated December 18, 1997, issued by the Company
*(c)(3)    Agreement and Plan of Merger, dated as of December 15, 1997 among the Company,
           Philip Services Corp. and AES Acquisition Corp.
*(c)(4)    Form of Stockholder Agreement, dated as of December 15, 1997, among Philip
           Services Corp., AES Acquisition Corp. and the Selling Shareholders
*(c)(5)    Short Form Merger Option Agreement, dated as of December 15, 1997, among the
           Company, Philip Services Corp. and AES Acquisition Corp.

 
*Not included in the mailing to the Company's shareholders.

EX-99.C1

   1
 
                                                                  EXHIBIT (C)(1)
 
ANTHONY B. PETRELLI
Senior-Vice President
Investment Banking Services
 
December 15, 1997
 
The Board of Directors
Advanced Environmental Systems, Inc.
370 Seventeenth Street, Suite 2300
Denver, CO 80202
 
Gentlemen,
 
     You have requested our opinion with respect to the fairness, from a
financial point of view, to the minority shareholders of common stock of
Advanced Environmental Systems, Inc. (the "Company" or "AESI"), a New York
corporation, of the transaction contemplated by the proposed Agreement and Plan
of Merger dated December 15, 1997 ("Agreement"). The Agreement is between the
Company, Philip Services Corp. ("Philip"), a corporation existing under the laws
of Ontario, Canada and AES Acquisition Corp. ("AES Acquisition"), a New York
Corporation and wholly owned subsidiary of Philip. The transaction contemplated
is described below.
 
     The Agreement anticipates as promptly as practicable AES Acquisition to
commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of
1934, as amended) a tender offer for any and all of the outstanding shares of
Common Stock, par value $0.0001 per share of the Company at a price of US$0.0059
per share, net to the seller in cash subject to certain conditions.
 
     In connection with our examination we have reviewed, among other things,
(i) the Agreement and Plan of Merger dated December 15, 1997; (ii) the
Preliminary Schedule 14d-9 relating to the proposed transaction; (iii) the
Company's Forms 10Q dated 3/31/94, 6/30/94, 9/30/94, 3/31/95, 6/30/95, 9/30/95,
3/31/96, 6/30/96, 9/30/96, 3/31/97, 6/30/97 and 9/30/97; (iv) the Company's
Forms 10-K dated 12/31/94, 12/31/95 and 12/31/96; (v) and various other
documents provided by the Company.
 
     We have had discussions with management of the Company regarding the
Company's business, operations and earnings. In addition we have reviewed the
historical stock prices and trading volumes of the Company's common stock and
have made such other financial studies and analyses and investigations as we
deemed relevant.
 
     In rendering our opinion, we have relied on the accuracy and completeness
of the information provided to us by the Company's management and available
public information and have made no independent verification of any of the
information reviewed by us for purposes of this opinion.
 
     Neidiger, Tucker, Bruner, Inc. as part of its investment banking services,
is regularly engaged in the valuation of businesses and securities in connection
with mergers, acquisitions, underwritings, sales and distribution of listed and
unlisted securities, private placements and valuations for estate, corporate and
other purposes.
 
     Based on the foregoing and such other factors as we deem relevant, we are
of the opinion that as of December 15, 1997, the date of the Acquisition
Agreement, the proposed Acquisition is fair to the minority shareholders of
Advanced Environmental Systems, Inc. from a financial point of view.
 
Very truly yours,
 
/s/  ANTHONY B. PETRELLI
Neidiger, Tucker, Bruner, Inc.

EX-99.C2

   1
                                                                  EXHIBIT (C)(2)

                                  NEWS RELEASE

December 18, 1997 -- Advanced Environmental Systems, Inc. ("AES") announced
today that it has agreed on the definitive terms of an Agreement and Plan of
Merger whereby AES will be acquired by a newly-formed subsidiary of Philip
Services Corp. ("Philip"). The Agreement provides for the commencement by
Philip's subsidiary of a tender offer for all of the outstanding common stock
of AES with a purchase price to be paid to the shareholders of AES of 
US$0.0059 per share in cash.

Under the terms of the Agreement, after completion of the tender offer the
subsidiary of Philip will merge with and into AES, as a result of which AES
will be an indirect subsidiary of Philip on consummation of the merger. The
merger is expected to close in the first quarter of 1998. Closing of the
transaction is contingent on the satisfaction of various conditions, including
Philip's acquisition of all the outstanding capital stock of Industrial
Services Technologies, Inc. ("IST"), a privately held company. IST, which owns
approximately 62% of the outstanding common and all of the preferred stock of
AES, has also agreed on the definitive terms of an agreement of merger with
Philip.

Certain stockholders of AES have entered into Stockholder Agreements pursuant
to which they agree to tender their shares of common stock of AES in the tender
offer by the Philip subsidiary to all stockholders of AES. The Stockholders
Agreements and the Agreement of Merger regarding IST will, if consummated,
result in the acquisition by Philip and its subsidiaries of more than
two-thirds of AES's common stock an all its preferred stock.

AES through its operating subsidiary, International Catalyst, Inc., is primarily
engaged in providing highly specialized catalyst handling services to petroleum
refineries and petrochemical/chemical plants, and operates from facilities in
the Los Angeles and Houston metropolitan areas. AES trades on the OTC Bulletin
Board under the symbol ADNV.

Philip Services Corp. is a fully integrated resource recovery and industrial
services company with operations throughout the United States, Canada and the
United Kingdom. Philip trades on the New York, Toronto and Montreal stock
exchanges under the symbol "PHV".

Contact:    Gary Schmitt
            Vice President
            Advanced Environmental Systems, Inc.
            303-572-5009

EX-99.C3

   1



                                                                  EXHIBIT (c)(3)

      
               __________________________________________________



                          AGREEMENT AND PLAN OF MERGER


                                  by and among


                             PHILIP SERVICES CORP.,


                             AES ACQUISITION CORP.


                                      and


                      ADVANCED ENVIRONMENTAL SYSTEMS, INC.


                                  dated as of


                               December 15,  1997



               __________________________________________________




   2





                               TABLE OF CONTENTS


ARTICLE I

                  THE OFFER AND MERGER                          1
    Section 1.1  The Offer                                      2
    Section 1.2  Company Actions                                2
    Section 1.3  SEC Documents                                  4
    Section 1.4  The Merger                                     5
    Section 1.5  Effective Time                                 6
    Section 1.6  Closing                                        6
    Section 1.7  Stockholders' Meeting                          7
    Section 1.8  Merger Without Meeting of Stockholders         8

ARTICLE II

                CONVERSION OF SECURITIES                        8
    Section 2.1  Conversion of Capital Stock                    8
    Section 2.2  Exchange of Certificates                       9
    Section 2.3  Dissenters' Rights                            11

ARTICLE III

       REPRESENTATIONS AND WARRANTIES OF THE COMPANY           11
    Section 3.1  Organization                                  11
    Section 3.2  Capitalization                                12
    Section 3.3  Authorization; Validity of Agreement;
                   Company Action                              14
    Section 3.4  Consents and Approvals; No Violations         14
    Section 3.5  SEC Reports and Financial Statements          15
    Section 3.6  Absence of Certain Changes                    16
    Section 3.7  No Undisclosed Liabilities                    18
    Section 3.8  Litigation                                    18
    Section 3.9  Information in Proxy Statement                18
    Section 3.10 No Default; Compliance with
                   Applicable Laws                             19
    Section 3.11 Intellectual Property                         20
    Section 3.12 Taxes                                         20
    Section 3.13 Opinion of Financial Adviser                  23
    Section 3.14 Title to Properties                           23
    Section 3.15 Employee Benefit Plan                         23
    Section 3.16 Insurance                                     24
    Section 3.17 No Excess Parachute Payments                  24
    Section 3.18 Environmental Matters                         25
    Section 3.19 Labor Matters                                 27
    Section 3.20 Finders and Investment Bankers                27



                                       i

   3





ARTICLE IV
  REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER   28
    Section 4.1  Organization                                  28
    Section 4.2  Authorization; Validity of Agreement;
                   Necessary Action                            28
    Section 4.3  Consents and Approvals; No Violations         29
    Section 4.4  Information in Proxy Statement                29

    ARTICLE V
                  COVENANTS                                    30
    Section 5.1  Interim Operations of the Company             30
    Section 5.2  Access; Confidentiality                       34
    Section 5.3  Additional Agreements                         34
    Section 5.4  Consents and Approvals                        34
    Section 5.5  No Solicitation                               35
    Section 5.6  Publicity                                     37
    Section 5.7  Notification of Certain Matters               37
    Section 5.8  Indemnification                               37

ARTICLE VI

                  CONDITIONS                                   38
    Section 6.1  Conditions to Each Party's Obligation
                   to Effect the Merger                        38

ARTICLE VII

                  TERMINATION                                  39
    Section 7.1  Termination                                   39
    Section 7.2  Effect of Termination                         41

ARTICLE VIII

                  MISCELLANEOUS                                42
    Section 8.1  Fees and Expenses                             42
    Section 8.2  Amendment and Modification                    42
    Section 8.3  Nonsurvival of Representations and
                   Warranties                                  42
    Section 8.4  Notices                                       42
    Section 8.5  Interpretation                                43
    Section 8.6  Counterparts                                  44
    Section 8.7  Entire Agreement; No Third Party
                   Beneficiaries; Rights of Ownership          44
    Section 8.8  Severability                                  44
    Section 8.9  Governing Law                                 44
    Section 8.10  Assignment                                   45
    Section 8.11  Transfer and Similar Taxes                   45


                                       ii

   4




ANNEX A                                                       A-1
Certain Conditions of the Offer                               A-1




                                      iii

   5



                  Index of Defined Terms
                  ----------------------



Defined Term                                  Section No.
- ------------                                  -----------
                                           
Acquisition Proposal .......................  5.5(a)
Balance Sheet ..............................  3.14
By-laws ....................................  1.4
Certificate of Incorporation ...............  1.4
Certificate of Merger ......................  1.5
Certificates ...............................  2.2(b)
Closing ....................................  1.6
Closing Date ...............................  1.6
Company ....................................  Recitals
Company Agreements .........................  3.4
Company Benefit Plans ......................  3.6(vii)
Company Option Plans .......................  2.4
Company Options ............................  2.4
Company SEC Documents ......................  3.5
Current Company SEC Documents ..............  3.6
Dissenting Stockholders ....................  2.1(c)
Effective Time .............................  1.5
Environmental Law ..........................  3.18(ii)
ERISA ......................................  3.15
Exchange Act ...............................  1.1
Excess parachute payments ..................  8.11
Financial Advisor ..........................  1.2(a)
GAAP .......................................  3.5
Governmental Entity ........................  3.4
Hazardous Substance ........................  3.18(iii)
Indemnified Party ..........................  5.8
Intellectual Property Rights ...............  3.1l
Liens ......................................  3.2(b)
Merger .....................................  1.4
Merger Consideration .......................  2.1(c)
NYBCL ......................................  1.2(a)
Offer ......................................  1.1
Offer Documents ............................  1.3(a)
Offer Price ................................  1.1
Offer to Purchase ..........................  1.1
Parent .....................................  Recitals
Paying Agent ...............................  2.2(a)
Permits ....................................  3.10(b)
Plans ......................................  3.15
Preferred Stock ............................  3.2
Proxy Statement ............................  1.7(a)(ii)
Purchaser ..................................  Recitals
Rights .....................................  3.2
Rights Agreement ...........................  3.2
Schedule 14D-1 .............................  1.3(a)



                                       i

   6




Defined Term                                  Section No.
- ------------                                  -----------
                                           
Schedule 14D-9 .............................  1.3(a)
SEC ........................................  1.3(a)
Secretary of State .........................  1.5
Securities Act .............................  3.5
Shares .....................................  1.1
Special Meeting ............................  1.8(a)(i)
Stockholder Agreements .....................  Recitals
Subsidiary .................................  3.1
Superior Proposal ..........................  5.5(a)
Surviving Corporation ......................  1.4
Taxes ......................................  3.12(b)(i)(A)
Tax Return .................................  3.12(b)(i)(B)
Termination Fee ............................  8.1
Transactions ...............................  1.2(a)
Voting Debt ................................  3.2





                                       ii

   7





                          AGREEMENT AND PLAN OF MERGER
                          ----------------------------

     AGREEMENT AND PLAN OF MERGER, dated as of December 15, 1997 (this
"Agreement"), by and among Philip Services Corp., a corporation existing under
the laws of Ontario ("Parent"), AES Acquisition Corp., a New York corporation
and an indirect wholly owned subsidiary of Parent (the "Purchaser"), and
Advanced Environmental Systems, Inc., a New York corporation (the "Company").

     WHEREAS, the Board of Directors of each of the Purchaser and the Company
has approved, and deems it advisable and in the best interests of its
respective stockholders to consummate, the acquisition of the Company by
Purchaser upon the terms and subject to the conditions set forth herein;

     WHEREAS, concurrently with the execution of this Agreement, and as an
inducement to Parent and the Purchaser to enter into this Agreement, certain
stockholders of the Company have each entered into a Stockholder Agreement,
dated as of the date hereof (collectively, the "Stockholder Agreements"), among
Parent, the Purchaser and the stockholder named therein providing, among other
things, that each such stockholder will vote in favor of the Merger (as defined
in Section 1.5 hereof) and will grant a proxy to Parent for that purpose;

     NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements set forth herein, the
parties hereto agree as follows:


                                   ARTICLE I

                              THE OFFER AND MERGER

     Section 1.1  The Offer.  As promptly as practicable (but in no event later
than five business days after the public announcement of the execution hereof),
the Purchaser shall commence (within the meaning of Rule 14d-2 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender
offer (the "Offer") for any and all of the outstanding shares of Common Stock,
par value $0.0001 per share (the "Shares"), of the




   8




Company at a price of U.S.$0.0059 per Share, net to the seller in cash (such
price, or such other price per Share as may be paid in the Offer, being
referred to herein as the "Offer Price") and, subject to the conditions set
forth in Annex A hereto, shall consummate the Offer in accordance with its
terms.

     The obligations of the Purchaser to commence the Offer and to accept for
payment and to pay for any Shares validly tendered on or prior to the
expiration of the Offer and not properly withdrawn shall be subject only to the
conditions set forth in Annex A hereto.  The Offer shall be made by means of an
offer to purchase (the "Offer to Purchase") containing the terms set forth in
this Agreement and the conditions set forth in Annex A hereto.

     The Purchaser shall not decrease the Offer Price or decrease the number of
Shares sought or amend any other condition of the Offer in any manner adverse
to the holders of the Shares (other than with respect to insignificant changes
or amendments and subject to the penultimate sentence of this Section 1.1)
without the written consent of the Company (such consent to be authorized by
the Board of Directors of the Company (the "Company Board") or a duly
authorized committee thereof); provided, however, that if on the initial
scheduled expiration date of the Offer, which shall be 20 business days after
the date the Offer is commenced, all conditions to the Offer shall not have
been satisfied or waived, the Purchaser may, from time to time, in its sole
discretion, extend the expiration date.  In addition, the Offer Price may be
increased, and the Offer may be extended to the extent required by law in
connection with such increase in each case without the consent of the Company.
The Purchaser shall, on the terms and subject to the prior satisfaction or
waiver of the conditions of the Offer, accept for payment and pay for Shares
validly tendered as soon as it is permitted to do so under applicable law.

     Section 1.2  Company Actions.

     (a)  The Company hereby approves of and consents to the Offer and
represents that the Company Board, at a meeting duly called and held, has (i)
unanimously determined that each of this Agreement, the Offer


                                       2

   9




and the Merger (as defined in Section 1.5) are fair to and in the best
interests of the stockholders of the Company, (ii) received the opinion of
Neidiger\Tucker\Bruner, Inc. ("Financial Advisor"), financial advisor to the
Company, to the effect that the Offer and the Merger are fair to the
stockholders of the Company from a financial point of view, (iii) approved this
Agreement and the Stockholder Agreements and the transactions contemplated
hereby and thereby, including the Offer and the Merger (collectively, the
"Transactions"), and such approval constitutes approval of the Offer, this
Agreement, the Stockholder Agreements and the Transactions for purposes of
Section 912 of the New York Business Corporation Law, as amended (the "NYBCL"),
such that Section 912 of the NYBCL will not apply to the Transactions and (iv)
resolved to recommend that the stockholders of the Company accept the Offer,
tender their Shares thereunder to the Purchaser and, if necessary, approve and
adopt this Agreement and the Merger; provided, that such recommendation may be
withdrawn, modified or amended if, in the opinion of the Company Board, only
after receipt of written advice from independent legal counsel, failure to
withdraw, modify or amend such recommendation would result in the Company Board
violating its fiduciary duties to the Company's stockholders under applicable
law.  The Company represents that the actions set forth in this Section 1.2(a)
and all other actions it has taken in connection herewith and therewith are
sufficient to render the relevant provisions of such Section 912 of the NYBCL
inapplicable to the Offer, the Merger and the Stockholders Agreements.

     (b)  In connection with the Offer, the Company will promptly furnish or
cause to be furnished to the Purchaser mailing labels, security position
listings and any available listing or computer file containing the names and
addresses of all recordholders of the Shares as of a recent date, and shall
furnish the Purchaser with such additional information (including, but not
limited to, updated lists of holders of the Shares and their addresses, mailing
labels and lists of security positions) and assistance as the Purchaser or its
agents may reasonably request in communicating the Offer to the record and
beneficial holders of the Shares.


                                       3

   10





     Section 1.3  SEC Documents.

     (a)  As soon as practicable on the date the Offer is commenced, Parent and
the Purchaser shall file with the United States Securities and Exchange
Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect
to the Offer (together with all amendments and supplements thereto and
including the exhibits thereto, the "Schedule 14D-1") (the Schedule 14D-1,
together with all amendments and supplements thereto and including the exhibits
thereto, including the Offer to Purchase, being collectively the "Offer
Documents").   Concurrently with the commencement of the Offer, the Company
shall file with the SEC a Solicitation/Recommendation Statement on Schedule
14D-9 (together with all amendments and supplements thereto and including
schedules, annexes and the exhibits thereto, the "Schedule 14D-9"), which
shall, subject to the fiduciary duties of the Company Board under applicable
law and to the provisions of this Agreement, contain the recommendation
referred to in clause (iv) of Section 1.2(a) hereof.

     (b)  Parent and the Purchaser will take all steps necessary to ensure that
the Offer Documents, and the Company will take all steps necessary to ensure
that the Schedule 14D-9, will comply in all material respects with the
provisions of applicable federal securities laws and, on the date filed with
the SEC and on the date first published, sent or given to the Company's
stockholders, shall not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading, except that Parent and the Purchaser make no
representation with respect to information furnished by the Company for
inclusion in the Offer Documents and the Company makes no representation with
respect to information furnished by Parent or the Purchaser for inclusion in
the Schedule 14D-9.  The Company agrees that the information supplied in
writing by the Company for inclusion in the Offer Documents will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.  Parent and the Purchaser agree that the information supplied in
writing by the


                                       4

   11




Parent or the Purchaser for inclusion in the Schedule 14D-9 will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.  Each of Parent and the Purchaser will take all steps necessary to
cause the Offer Documents, and the Company will take all steps necessary to
cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to
holders of the Shares, in each case as and to the extent required by applicable
federal securities laws.  Each of Parent and the Purchaser, on the one hand,
and the Company, on the other hand, will promptly correct any information
provided by it for use in the Offer Documents and the Schedule 14D-9 if and to
the extent that it shall have become false or misleading in any material
respect and the Purchaser will take all steps necessary to cause the Offer
Documents, and the Company will take all steps necessary to cause the Schedule
14D-9, as so corrected to be filed with the SEC and to be disseminated to
holders of the Shares, in each case as and to the extent required by applicable
federal securities laws.  The Company, on the one hand, and Parent and the
Purchaser on the other hand, and their respective counsel shall be given the
opportunity to review the Offer Documents and the Schedule 14D-9 before they
are filed with the SEC.  In addition, each party hereto will provide the other
parties and their counsel in writing with any comments, whether written or
oral, which they may receive from time to time from the SEC or its staff with
respect to the Offer Documents or the Schedule 14D-9 promptly after the receipt
of such comments.

     Section 1.4  The Merger.  Subject to the terms and conditions of this
Agreement, at the Effective Time (as defined in Section 1.5 hereof), the
Company and the Purchaser shall consummate a merger (the "Merger") pursuant to
which (i) the Purchaser shall be merged with and into the Company and the
separate corporate existence of the Purchaser shall thereupon cease, (ii) the
Company shall be the successor or surviving corporation in the Merger
(sometimes hereinafter referred to as the "Surviving Corporation") and shall
continue to be governed by the laws of the State of New York, and (iii) the
separate corporate existence of the Company with all its rights, privileges,
immunities, powers and franchises shall


                                       5

   12




continue unaffected by the Merger, except as set forth in this Section 1.4.

     Pursuant to the Merger, (x) the Certificate of Incorporation of the
Company (the "Certificate of Incorporation"), as in effect immediately prior to
the Effective Time, shall be the initial certificate of incorporation of the
Surviving Corporation until thereafter amended as provided by law and such
Certificate of Incorporation, and (y) the Restated By-laws of the Company (the
"By-laws"), as in effect immediately prior to the Effective Time, shall be the
initial By-laws of the Surviving Corporation until thereafter amended as
provided by law, by the Certificate of Incorporation or by such By-laws.  The
Merger shall have the effects specified in the NYBCL.

     The directors and officers of the Purchaser at the Effective Time shall be
the initial directors and officers, respectively, of the Surviving Corporation
until their successors shall have been duly elected or appointed or qualified
or until their earlier death, resignation or removal in accordance with the
Certificate of Incorporation and the By-laws.

     Section 1.5  Effective Time.  Parent, the Purchaser and the Company will
cause a Certificate of Merger, or, if applicable, a Certificate of Ownership
and Merger (as applicable, the "Certificate of Merger"), to be executed and
filed on the date of the Closing (as defined in Section 1.6) (or on such other
date as Parent and the Company may agree) with the Secretary of State of the
State of New York (the "Secretary of State") as provided in the NYBCL.  The
Merger shall become effective on the date on which the Certificate of Merger
has been duly filed with the Secretary of State or at such later time as is
agreed upon by the parties and specified in the Certificate of Merger, and such
effective time is hereinafter referred to as the "Effective Time."

     Section 1.6  Closing.  The closing of the Merger (the "Closing") shall
take place at 9:00 a.m., local time, on a date to be specified by the parties,
which shall be no later than the second business day after satisfaction or
waiver of all of the conditions set forth in Article VI hereof (the "Closing
Date"), at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third
Avenue, New York, New York, 10022 unless another


                                       6

   13




date or place is agreed to in writing by the parties hereto.

     Section 1.7  Stockholders' Meeting.

     (a)  If required by applicable law in order to consummate the Merger, the
Company, acting through the Company Board, shall, in accordance with applicable
law:

           (i)  duly call, give notice of, convene and hold a special meeting
      of its stockholders (the "Special Meeting"), as promptly as practicable
      following the acceptance for payment and purchase of Shares by the
      Purchaser pursuant to the Offer, for the purpose of considering and
      taking action upon the approval of the Merger and the adoption of this
      Agreement;

           (ii)  prepare and file with the SEC a preliminary proxy or
      information statement relating to the Merger and this Agreement and use
      its best efforts (x) to obtain and furnish the information required to be
      included by the SEC in the Proxy Statement(as hereinafter defined) and,
      after consultation with Parent, to respond promptly to any comments made
      by the SEC with respect to the preliminary proxy or information statement
      and cause a definitive proxy or information statement, including any
      amendment or supplement thereto (the "Proxy Statement") to be mailed to
      its stockholders, provided that no amendment or supplement to the Proxy
      Statement will be made by the Company without consultation with Parent
      and its counsel and (y) to obtain the necessary approvals of the Merger
      and this Agreement by its stockholders; and

           (iii)  subject to the fiduciary obligations of the Company Board
      under applicable law as advised by independent counsel, include in the
      Proxy Statement the recommendation of the Company Board that stockholders
      of the Company vote in favor of the approval of the Merger and the
      adoption of this Agreement.

     (b)  Parent shall vote, or cause to be voted, all of the Shares then owned
by it, the Purchaser


                                       7

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or any of its other subsidiaries and affiliates in favor of the approval of the
Merger and the adoption of this Agreement.

     Section 1.8  Merger Without Meeting of Stockholders.  Notwithstanding
Section 1.7 hereof, in the event that Parent, the Purchaser and any other
subsidiaries of Parent shall acquire or hold in the aggregate at least 90% of
the outstanding shares of each class of capital stock of the Company, pursuant
to the Offer or otherwise, the parties hereto shall, at the request of Parent
and subject to Article VI hereof, take all necessary and appropriate action to
cause the Merger to become effective as soon as practicable after such
acquisition, without a meeting of stockholders of the Company, in accordance
with Section 905 of the NYBCL.


                                   ARTICLE II

                            CONVERSION OF SECURITIES

     Section 2.1  Conversion of Capital Stock.  As of the Effective Time, by
virtue of the Merger and without any action on the part of the holders of any
Shares or any shares of capital stock of the Purchaser:

     (a)  Purchaser Capital Stock.  Each issued and outstanding share of
capital stock of the Purchaser shall be converted into and become one fully
paid and nonassessable share of common stock of the Surviving Corporation.

     (b)  Cancellation of Treasury Stock and Purchaser-Owned Stock.  All Shares
that are owned by the Company or any wholly-owned subsidiary of the Company and
any Shares owned by the Parent or any wholly-owned subsidiary of the Parent
shall be cancelled and retired and shall cease to exist and no consideration
shall be delivered in exchange therefor.

     (c)  Exchange of Shares.  Each issued and outstanding Share (other than
Shares to be cancelled in accordance with Section 2.1(b) and any Shares which
are held by stockholders exercising appraisal rights pursuant to Section 910
the NYBCL ("Dissenting Stockholders")) shall be converted into the right to
receive the Offer


                                       8

   15




Price, payable to the holder thereof, without interest (the "Merger
Consideration"), upon surrender of the certificate formerly representing such
Share in the manner provided in Section 2.2.  All such Shares, when so
converted, shall no longer be outstanding and shall automatically be cancelled
and retired and shall cease to exist, and each holder of a certificate
representing any such Shares shall cease to have any rights with respect
thereto, except the right to receive the Merger Consideration therefor upon the
surrender of such certificate in accordance with Section 2.2.

     Section 2.2  Exchange of Certificates.

     (a)  Paying Agent.  Prior to the Effective Time, Parent shall designate a
bank or trust company to act as agent for the holders of the Shares in
connection with the Merger (the "Paying Agent") to receive in trust the funds
to which holders of the Shares shall become entitled pursuant to Section
2.1(c).  Parent shall, from time to time, make available to the Paying Agent
funds in amounts and at times necessary for the payment of the Merger
Consideration as provided herein.  All interest earned on such funds shall be
paid to Parent.

     (b)  Exchange Procedures.  As soon as reasonably practicable after the
Effective Time, the Paying Agent shall mail to each holder of record of a
certificate or certificates, which immediately prior to the Effective Time
represented outstanding Shares (the "Certificates"), whose Shares were
converted pursuant to Section 2.1 into the right to receive the Merger
Consideration (i) a letter of transmittal (which shall specify that delivery
shall be effected, and risk of loss and title to the Certificates shall pass,
only upon receipt of the Certificates by the Paying Agent and shall be in such
form and have such other provisions as Parent and the Company may reasonably
specify) and (ii) instructions for use in effecting the surrender of the
Certificates in exchange for payment of the Merger Consideration.  Upon
surrender of a Certificate for cancellation to the Paying Agent or to such
other agent or agents as may be appointed by Parent, together with such letter
of transmittal, duly executed, the holder of such Certificate shall be entitled
to receive in exchange therefor the Merger Consideration for each Share
formerly represented by such Certificate and the Certificate so surrendered
shall


                                       9

   16




forthwith be cancelled.  If payment of the Merger Consideration is to be made
to a person other than the person in whose name the surrendered Certificate is
registered, it shall be a condition of payment that the Certificate so
surrendered shall be properly endorsed or shall be otherwise in proper form for
transfer and that the person requesting such payment shall have paid any
transfer and other taxes required by reason of the payment of the Merger
Consideration to a person other than the registered holder of the Certificate
surrendered or shall have established to the satisfaction of the Surviving
Corporation that such tax either has been paid or is not applicable.  Until
surrendered as contemplated by this Section 2.2, each Certificate shall be
deemed at any time after the Effective Time to represent only the right to
receive the Merger Consideration in cash as contemplated by this Section 2.2.
The right of any stockholder to receive the Merger Consideration shall be
subject to and reduced by any applicable withholding obligation.

     (c)  Transfer Books; No Further Ownership Rights in the Shares.  At the
Effective Time, the stock transfer books of the Company shall be closed and
thereafter there shall be no further registration of transfers of the Shares on
the records of the Company.  From and after the Effective Time, the holders of
Certificates evidencing ownership of the Shares outstanding immediately prior
to the Effective Time shall cease to have any rights with respect to such
Shares, except as otherwise provided for herein or by applicable law.  If,
after the Effective Time, Certificates are presented to the Surviving
Corporation for any reason, they shall be cancelled and exchanged as provided
in this Article II.

     (d)  Termination of Fund; No Liability.  At any time following six months
after the Effective Time, the Surviving Corporation shall be entitled to
require the Paying Agent to deliver to it any funds (including any interest
received with respect thereto) which had been made available to the Paying
Agent and which have not been disbursed to holders of Certificates, and
thereafter such holders shall be entitled to look to the Surviving Corporation
(subject to abandoned property, escheat or other similar laws) only as general
creditors thereof with respect to the Merger Consideration payable upon due
surrender of their Certificates, without any interest thereon.  Notwithstanding
the foregoing, none of


                                       10

   17




Parent, the Surviving Corporation or the Paying Agent shall be liable to any
holder of a Certificate for Merger Consideration delivered to a public official
pursuant to any applicable abandoned property, escheat or similar law.

     Section 2.3  Dissenters' Rights.  If any Dissenting Stockholder shall be
entitled to be paid the "fair value" of such holder's Shares, as provided in
Section 623 of the NYBCL, the Company shall give the Parent notice thereof and
the Parent shall have the right to participate in all negotiations and
proceedings with respect to any such demands.  Neither the Company nor the
Surviving Corporation shall, except with the prior written consent of the
Parent, voluntarily make any payment with respect to, or settle or offer to
settle, any such demand for payment.  If any Dissenting Stockholder shall fail
to perfect or shall have effectively withdrawn or lost the right to dissent,
the Shares held by such Dissenting Stockholder shall thereupon be treated as
though such Shares had been converted into the Merger Consideration pursuant to
Section 2.1.

                                  ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to Parent and the Purchaser that all
of the statements contained in this Article III are true and correct as of the
date of this Agreement (or, if made as of a specified date, as of such date),
and will be true and correct in all material respects as of the Closing Date as
though made on the Closing Date.

     Section 3.1  Organization.  Each of the Company and its subsidiaries is a
corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation or organization and has all
requisite corporate power and authority and all necessary governmental
approvals to own, lease and operate its properties and to carry on its business
as now being conducted, except where the failure to be so organized, existing
and in good standing or to have such power, authority, and governmental
approvals would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.  As used in this Agreement,



                                       11

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a "subsidiary" of any entity shall mean all corporations or other entities in
which such entity owns a majority of the issued and outstanding capital stock
or equity or similar interests.  As used in this Agreement, any reference to
any event, change or effect being material or having a material adverse effect
on or with respect to any entity (or group of entities taken as a whole) means
such event, change or effect as is materially adverse to (i) the consolidated
financial condition, businesses, prospects or results of operations of such
entity (or, if used with respect thereto, of such group of entities taken as a
whole) or (ii) the ability of such entity (or group) to consummate the
Transactions.  The Company and each of its subsidiaries is duly qualified or
licensed to do business and in good standing in each jurisdiction in which the
property owned, leased or operated by it or the nature of the business
conducted by it makes such qualification or licensing necessary, except where
the failure to be so duly qualified or licensed and in good standing would not
individually or in the aggregate have a material adverse effect on the Company
and its subsidiaries, taken as a whole.  Except as set forth in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996, the
Company does not own (i) any equity interest in any corporation or other entity
or (ii) marketable securities where the Company's equity interest in any entity
exceeds five percent of the outstanding equity of such entity on the date
hereof.

     Section 3.2  Capitalization.  (a)  The authorized capital stock of the
Company consists of 2,250,000,000 Shares and 750,000,000 shares of preferred
stock, par value $0.0001 per share (collectively, the Preferred Stock").  As of
November 21, 1997, (i) 531,667,515 Shares are issued and outstanding, (ii) no
Shares are issued and held in the treasury of the Company, (iii) all shares of
Preferred Stock are held of record by Industrial Services Technologies, Inc.,
and (iv) no Shares are issuable pursuant to options granted under any Company
stock option plans.  All the outstanding shares of the Company's capital stock
are duly authorized, validly issued, fully paid and non-assessable.  There are
no bonds, debentures, notes or other indebtedness having general voting rights
(or convertible into securities having such rights) ("Voting Debt") of the
Company or any of its subsidiaries issued and outstanding.


                                       12

   19




Except as set forth above, (i) there are no shares of capital stock of the
Company authorized, issued or outstanding and (ii) there are no existing
options, warrants, calls, pre-emptive rights, subscriptions or other rights,
agreements, arrangements or commitments of any character, relating to the
issued or unissued capital stock of the Company or any of its subsidiaries,
obligating the Company or any of its subsidiaries to issue, transfer or sell or
cause to be issued, transferred or sold any shares of capital stock or Voting
Debt of, or other equity interest in, the Company or any of its subsidiaries or
securities convertible into or exchangeable for such shares or equity
interests, or obligating the Company or any of its subsidiaries to grant,
extend or enter into any such option, warrant, call, subscription or other
right, agreement, arrangement or commitment and (iii) there are no outstanding
contractual obligations of the Company or any of its subsidiaries to
repurchase, redeem or otherwise acquire any Shares, or the capital stock of the
Company, or any subsidiary or affiliate of the Company or to provide funds to
make any investment (in the form of a loan, capital contribution or otherwise)
in any subsidiary or any other entity.

     (b)  The Company owns all of the capital stock of Advanced Energy
Corporation, a Delaware corporation, which in turn owns all of the capital
stock of International Catalyst, Inc. a Nevada corporation ("Incat").  Except
as described in the preceding sentence, the Company does not have any
subsidiaries.  All of the outstanding shares of capital stock of each of the
Company's subsidiaries are beneficially owned by the Company, directly or
indirectly, and all such shares have been validly issued and are fully paid and
nonassessable and are owned as indicated above, free and clear of all liens,
charges, claims or encumbrances ("Liens"), except that the capital stock of
Incat is pledged to FINOVA Capital Corporation as security for a loan.

     (c)  There are no voting trusts or other agreements or understandings to
which the Company or any of its subsidiaries is a party with respect to the
voting of the capital stock of the Company or any of the subsidiaries.

     (d)  None of the Company or its subsidiaries is required to redeem,
repurchase or otherwise acquire


                                       13

   20




shares of capital stock of the Company, or any of its subsidiaries.

     Section 3.3  Authorization; Validity of Agreement; Company Action.
(a) The Company has full corporate power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. The
execution, delivery and performance by the Company of this Agreement, and the
consummation by it of the transactions contemplated hereby, have been duly
authorized by the Company Board and, except for obtaining the approval of its
stockholders as contemplated by Section 1.7 hereof, no other corporate action on
the part of the Company is necessary to authorize the execution and delivery by
the Company of this Agreement and the consummation by it of the transactions
contemplated hereby.  This Agreement has been duly executed and delivered by the
Company and, subject to the approval of its stockholders as contemplated by
Section 1.7 hereof, and assuming due and valid authorization, execution and
delivery hereof by Parent and the Purchaser, is a valid and binding obligation
of the Company enforceable against the Company in accordance with its terms
except as may be limited by (a) bankruptcy, insolvency, reorganization or other
laws now or hereafter in effect relating to creditors' rights generally and (b)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity).  The affirmative vote of the holders 
66 2/3% of the outstanding Shares, voting together as a single class, are the
only votes of the holders of any class or series of the Company's capital stock
necessary to approve this Agreement and the transactions contemplated hereby.

     (b)  The Company Board has duly and validly approved the transactions
contemplated hereby for the purposes of Section 912 of the NYBCL.  Accordingly,
the provisions of Section 912 of the NYBCL will not apply to the transactions
contemplated by this Agreement.  No other state takeover statute or similar
statute or regulation applies or purports to apply to the Offer, the Merger or
the other transactions contemplated hereby.

     Section 3.4  Consents and Approvals; No Violations.  No notice, filing or
consent is required under any environmental, health or safety law or
regulation, or under other federal or state laws, other than the filings,


                                       14

   21




permits, orders, authorizations, consents and approvals as may be required
under, and other applicable requirements of, the Exchange Act and the NYBCL,
and neither the execution, delivery or performance of this Agreement by the
Company nor the consummation by the Company of the transactions contemplated
hereby nor compliance by the Company with any of the provisions hereof will (i)
conflict with or result in any breach of any provision of the Certificate of
Incorporation or the By-laws or similar organizational documents of the Company
or of any of its subsidiaries, (ii) require any notice to, filing with, or
permit, order, authorization, consent or approval of, any court, arbitral
tribunal, administrative agency or commission or other governmental or other
regulatory authority or agency (a "Governmental Entity"), (iii) result in a
violation or breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, amendment,
cancellation or acceleration) under, any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, lease, license, contract, agreement or
other instrument or obligation to which the Company or any of its subsidiaries
is a party or by which any of them or any of their properties or assets may be
bound (collectively, the "Company Agreements") or (iv) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to the Company, any
of its subsidiaries or any of their properties or assets, excluding from the
foregoing clauses (ii), (iii) and (iv) such violations, breaches or defaults
which would not, individually or in the aggregate, have a material adverse
effect on the Company and its subsidiaries, taken as a whole.

     Section 3.5  SEC Reports and Financial Statements.  The Company has filed
with the SEC, and has heretofore made available to Parent, true and complete
copies of, all forms, reports, schedules, statements and other documents
required to be filed by it since January 1, 1995 under the Securities Act of
1933, as amended (the "Securities Act") or the Exchange Act (collectively, the
"Company SEC Documents").  As of their respective dates or, if amended, as of
the date of the last such amendment, the Company SEC Documents, including,
without limitation, any financial statements or schedules included therein (a)
did not contain any untrue statement of a material fact or omit to state a
material fact required


                                       15

   22




to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading and (b)
complied in all material respects with the applicable requirements of the
Exchange Act and the Securities Act, as the case may be, and the applicable
rules and regulations of the SEC thereunder.  None of the Company's
subsidiaries is required to file any forms, reports or other documents with the
SEC.  The financial statements of the Company included in the Company SEC
Documents have been prepared from, and are in accordance with, the books and
records of the Company and its consolidated subsidiaries, comply in all
material respects with applicable accounting requirements and with the
published rules and regulations of the SEC with respect thereto, have been
prepared in accordance with United States generally accepted accounting
principles ("GAAP") applied on a consistent basis during the periods involved
(except as may be indicated in the notes thereto) and fairly present the
consolidated financial position and the consolidated results of operations and
cash flows (and changes in financial position, if any) of the Company and its
consolidated subsidiaries as of the respective dates and for the respective
periods indicated therein.  None of the subsidiaries of the Company is subject
to the informational reporting requirements of Section 13 of the Exchange Act.

     Section 3.6  Absence of Certain Changes.  Except as disclosed in the
Company SEC Documents filed with the SEC since September 30, 1997 (the "Current
Company SEC Documents"), since September 30, 1997:

           (i)    the Company and its subsidiaries have conducted their
      respective businesses only in the ordinary and usual course;

           (ii)   neither the Company nor any of its subsidiaries has taken any
      of the actions contemplated by Section 5.1 hereof other than in the
      ordinary course of business and consistent with past practice;

           (iii)  there has not been any event, change, effect or development
      which, individually or in the aggregate, has had or is, so far as
      reasonably can be foreseen, likely to have, a material adverse effect on
      the Company and its subsidiaries, taken as a whole;




                                       16

   23




           (iv)   there has not been any declaration, setting aside or payment
      of any dividend or other distribution (whether in cash, stock or
      property) with respect to any shares of the Company's capital stock;

           (v)    there has not been any split, combination or reclassification
      of any of the Company's capital stock or any issuance or the
      authorization of any issuance of any other securities in exchange or in
      substitution for shares of the Company's capital stock;

           (vi)   except as has been previously disclosed in writing to Parent,
      there has not been (A) any granting by the Company or any of its
      subsidiaries to any executive officer or other key employee of the
      Company or any of its subsidiaries of any increase in compensation,
      except in the ordinary course of business consistent with prior practice
      or as required under employment agreements in effect as of December 31,
      1996, (B) any granting by the Company or any of its subsidiaries to any
      such executive officer of any increase in severance or termination pay,
      except as was required under any employment, severance or termination
      agreements in effect as of December 31, 1996 or (C) any entry by the
      Company or any of its subsidiaries into any employment, severance or
      termination agreement with any such executive officer or key employee;

           (vii)  there has not been any adoption or amendment in any material
      respect by the Company or any of its subsidiaries of any collective
      bargaining agreement or any bonus, pension, profit sharing, deferred
      compensation, incentive compensation, stock ownership, stock purchase,
      stock option, phantom stock, retirement, vacation, severance, disability,
      death benefit, hospitalization, medical or other plan, arrangement or
      understanding (whether or not legally binding) providing benefits to any
      current or former employee, officer or director of the Company or any of
      its subsidiaries (collectively, "Company Benefit Plans").

           (viii) there has not been any change in accounting methods,
      principles or practices by the


                                       17

   24




      Company or any of its subsidiaries materially affecting its assets,
      liabilities or business, except insofar as may have been required by a
      change in GAAP.

     Section 3.7  No Undisclosed Liabilities.  Except (a) as disclosed in the
Current Company SEC Documents, including any exhibits to the Current Company
SEC Documents, and (b) for liabilities and obligations (x) incurred in the
ordinary course of business and consistent with past practice or (y) pursuant
to the terms of this Agreement, since January 1, 1997, neither the Company nor
any of its subsidiaries has incurred any liabilities or obligations of any
nature, whether or not accrued, contingent or otherwise, that have had, or
would be reasonably likely to have, a material adverse effect on the Company
and its subsidiaries, taken as a whole, or would be required by GAAP to be
reflected on a consolidated balance sheet of the Company and its subsidiaries
(including the notes thereto).

     Section 3.8  Litigation.  Except as disclosed in the Current Company SEC
Documents, there is no suit, claim, action, proceeding, including, without
limitation, arbitration proceedings or alternative dispute resolution
proceedings, or investigation pending before any Governmental Entity or, to the
best knowledge of the Company, threatened against the Company or any of its
subsidiaries that, individually or in the aggregate, could reasonably be
expected to have a material adverse effect on the Company and its subsidiaries,
taken as a whole.  Except as disclosed in the Current Company SEC Documents,
neither the Company nor any of its subsidiaries is subject to any outstanding
order, judgment, writ, injunction, rule or decree of any Governmental Entity or
arbitrator that, individually or in the aggregate, could reasonably be expected
to have a material adverse effect on the Company and its subsidiaries, taken as
a whole.

     Section 3.9  Information in Proxy Statement. The Proxy Statement, if
required by Section 1.7 hereof (or any amendment thereof or supplement
thereto), will, at the date mailed to Company stockholders and at the time of
the meeting of Company stockholders to be held in connection with stockholder
approval of the Merger, not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein


                                       18

   25




or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading, except that no
representation is made by the Company with respect to statements made therein
based on information supplied by Parent or the Purchaser for inclusion in the
Proxy Statement.  The Proxy Statement will comply in all material respects with
the provisions of the Exchange Act and the rules and regulations promulgated
thereunder by the SEC.

     Section 3.10  No Default; Compliance with Applicable Laws.  (a)  The
business of the Company and each of its subsidiaries is not being conducted in
default or violation of any term, condition or provision of (i) its respective
Certificate of Incorporation or By-laws, (ii) any Company Agreement or (iii)
any federal, state, local or foreign statute, law, ordinance, rule, regulation,
judgment, decree, order, concession, grant, franchise, permit or license or
other governmental authorization or approval applicable to the Company or any
of its subsidiaries, excluding from the foregoing clauses (ii) and (iii),
defaults or violations which would not, individually or in the aggregate, have
a material adverse effect on the Company and its subsidiaries, taken as a
whole.  As of the date of this Agreement, no investigation or review by any
Governmental Entity or other entity with respect to the Company or any of its
subsidiaries is pending or, to the best knowledge of the Company, threatened,
nor has any Governmental Entity or other entity indicated an intention to
conduct the same.

     (b)  The Company and each of its subsidiaries possess all certificates,
franchises, licenses, permits, authorizations and approvals issued to or
granted by Governmental Entities (collectively, "Permits") necessary to conduct
their business as such business is currently conducted, except for such
Permits, the lack of possession of which would not reasonably be expected to
have a material adverse effect on the Company and its subsidiaries, taken as a
whole.  (i) All such Permits are validly held by the Company or its
subsidiaries, and the Company and each of its subsidiaries have complied in all
respects with all terms and conditions thereof, except for such instances where
the failure to validly hold such Permits or the failure to have complied with
such Permits has not, and is not reasonably expected to have, a material
adverse effect on the Company and its subsidiaries,


                                       19

   26




taken as a whole, (ii) none of such Permits will be subject to suspension,
modification, revocation or nonrenewal as a result of the execution and
delivery of this Agreement or the consummation of the Transactions, other than
such Permits, the suspension, modification or nonrenewal of which, in the
aggregate, have not had and would not reasonably be expected to have a material
adverse effect on the Company and its subsidiaries, taken as a whole and (iii)
neither the Company nor any of its subsidiaries has received any written
warning, notice, notice of violation or probable violation, survey report,
statement of deficiencies, notice of revocation, or other written communication
from or on behalf of any Governmental Entity that remains unresolved or which
has resulted in any restriction on the permissible operations of the Company or
any of its subsidiaries, alleging (A) any violation of any such Permit or of
any law, rule or regulation or (B) that the Company or any of its subsidiaries
requires any Permit required for its business, as such business is currently
conducted, that is not currently held by it, which violation or failure to hold
a Permit would have a material adverse effect on the Company and its
subsidiaries, taken as a whole.

     Section 3.11  Intellectual Property.  Except as previously disclosed to
Parent in writing, the Company and its subsidiaries own, or are licensed or
otherwise have the rights to use, all patents, trademarks, trade names,
copyrights, technology, trade secrets, know-how and processes (collectively,
"Intellectual Property Rights") material to or necessary for the conduct of
their respective businesses, as presently conducted.  Except as previously
disclosed to Parent in writing, no claims are pending by any person against the
Company or any of its subsidiaries as to the use of any Intellectual Property
Rights and, to the Company's best knowledge, the use by the Company or any of
its subsidiaries of all Intellectual Property Rights does not infringe on the
rights of any person.  Except as previously disclosed to Parent in writing, to
the Company's best knowledge, no third person is infringing on the Intellectual
Property Rights of the Company or any of its subsidiaries.

     Section 3.12  Taxes.  (a)  The Company and each of its subsidiaries have
timely filed (or have had timely filed on their behalf) all Tax Returns (as
hereinafter defined) required by applicable law to be filed by any of


                                       20

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them on or prior to or as of the Effective Time of the Merger.  All such Tax
Returns are, or will be at the time of filing, true, complete and correct in
all material respects.

     (b)  The Company and each of its subsidiaries have paid (or have had paid
on their behalf) or, where payment is not yet due, have established in
accordance with GAAP (or have had established on their behalf and for their
sole benefit and recourse) an adequate accrual for the payment of all Taxes due
with respect to any period ending on or prior to the date hereof.  The Company
and each of its subsidiaries have complied in all respects with all applicable
laws, rules and regulations relating to the payment and withholding of Taxes
and have, within the time and manner prescribed by law, withheld and paid over
to the proper governmental authorities all amounts required to be so withheld
and paid over under applicable laws.

     (c)  No deficiencies for any Taxes have been proposed, asserted or
assessed against the Company or any of its subsidiaries.  There are no
outstanding requests, agreements, consents or waivers to extend the statutory
period of limitations applicable to the assessment of any Taxes or deficiencies
against the Company or any of its subsidiaries, and no power of attorney
granted by either the Company or any of its subsidiaries with respect to any
Taxes is currently in force.

     (d)  There are no Liens for Taxes upon the assets of the Company or any of
its subsidiaries except Liens for Taxes not yet due.

     (e)  There are no United States Federal, state, local or foreign audits or
other administrative proceedings or court proceedings presently pending with
regard to any Taxes or Tax Returns of the Company or any of its subsidiaries.

     (f)  Neither the Company nor any of its subsidiaries is a party to any
agreement or arrangement (written or oral) with third parties providing for the
allocation or sharing of Taxes.

     (g) Neither the Company nor any of its subsidiaries has made any change in
accounting methods, received


                                       21

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a ruling from any taxing authority or signed an agreement with any taxing
authority likely to have a material adverse effect on the Company and its
subsidiaries, taken as a whole.

     (h) All transactions that could give rise to an understatement of the
Federal income tax liability of the Company or any of its subsidiaries within
the meaning of Section 6662(d) of the Code are adequately disclosed on Tax
Returns in accordance with Section 6662(d)(2)(B) of the Code if there is or was
no substantial authority for the treatment giving rise to such understatement.

     (i)  The Company is a corporation within the meaning of "7701(a)(3) of the
Code.

     (j)  For purposes of this Agreement, the following terms shall have the
following meanings:

                  (A)  "Taxes" shall mean any and all taxes, charges, fees,
             levies or other assessments, including, without limitation,
             income, gross receipts, excise, real or personal property, sales,
             withholding, social security, occupation, use, service, service
             use, license, net worth, payroll, franchise, transfer and
             recording taxes, fees and charges, imposed by the Internal Revenue
             Service or any taxing authority (whether domestic or foreign
             including, without limitation, any state, county, local or foreign
             government or any subdivision or taxing agency thereof (including
             a United States possession)), whether computed shall include any
             interest, fines, penalties or additional amounts attributable to,
             or imposed upon, or with respect to, any such amounts.

                  (B)  "Tax Returns" shall mean any report, return document,
             declaration or other information or filing required to be supplied
             to any taxing authority or jurisdiction (foreign or domestic) with
             respect to Taxes, including, without limitation, information
             returns, any documents with respect to or accompanying payments of
             estimated Taxes, or with respect to or accompanying requests for
             the extension of time



                                       22

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             in which to file any such report, return, document, declaration or
             other information.

     Section 3.13  Opinion of Financial Adviser.  The Company Board has
received the opinion of Financial Advisor, dated the date of this Agreement,
that, as of such date, the Offer Price and the Merger Consideration are fair
from a financial point of view to the Company's stockholders.

     Section 3.14  Title to Properties.  The Company and its subsidiaries have
good, valid and marketable title to the properties and assets reflected on the
most recent consolidated balance sheet included in the Current Company SEC
Documents (the "Balance Sheet") (other than properties and assets disposed of
in the ordinary course of business since the date of the Balance Sheet), and
all such properties and assets are free and clear of any Liens, except as
described in the Current Company SEC Documents and the financial statements
included therein and other than Liens for current taxes not yet due and other
Liens or title imperfections that do not have, and are not reasonably likely to
have, a material adverse effect on the Company and its subsidiaries, taken as a
whole.

     Section 3.15  Employee Benefit Plan.  (a)  The Company and each of its
subsidiaries have complied, and currently are in compliance, in all material
respects with the applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") the Code and all other applicable
laws with respect to each compensation or benefit plan, agreement, policy,
practice, program or arrangement (whether or not subject to ERISA) maintained
by the Company or any of its subsidiaries for the benefit of any employee,
former employee, independent contractor or director of the Company and its
subsidiaries (including, without limitation, any employment agreements or any
pension, savings, profit-sharing, bonus, medical, insurance, disability,
severance, equity-based or deferred compensation plans) (collectively, the
"Plans").  The Company has provided or made available a current, accurate and
complete copy of each Plan to Parent and, to the extent applicable to the
Plans, (A) copies of any funding instruments, (B) summary plan descriptions (C)
Forms 5500 for the last three years and (D) IRS determination letters.



                                       23

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     (b)  No reportable event (within the meaning of Section 4043 of ERISA) or
prohibited transaction (within the meaning of Section 4975 of the Code or
Section 406 of ERISA) has occurred with respect to any Plan that could have a
material adverse effect on the Company and its subsidiaries, taken as a whole.

     (c)  There are no pending or, to the knowledge of the Company, threatened
actions, claims or lawsuits by any individuals or entities with respect to any
Plan (other than for routine benefit claims) that could have a material adverse
effect on the Company and its subsidiaries, taken as a whole.

     (d)  No payments or benefits (nor acceleration of vesting or
exercisability of any benefits) under any Plan are triggered (in whole or in
part) as a result of the transactions contemplated by this Agreement.

     (e)  No Plan provides for any stock option that is exercisable into the
stock of any of the subsidiaries of the Company.

     Section 3.16  Insurance.  The Company maintains, and has maintained,
without interruption, during the past three years, policies or binders of
insurance covering such risks, and events, including personal injury, property
damage and general liability, in amounts the Company reasonably believes
adequate for its business and operations.

     Section 3.17  No Excess Parachute Payments.  Any amount that could be
received (whether in cash or property or the vesting of property) as a result
of any of the Transactions (whether alone or in combination with a qualifying
termination of employment) by any employee, officer or director of the Company
or any of its affiliates who is a "disqualified individual" (as such term is
defined in proposed Treasury Regulation Section 1.280G-1) under any employment,
severance or termination agreement, other compensation arrangement or Company
Benefit Plan currently in effect would not be characterized as an "excess
parachute payment" (as such term is defined in Section 280G(b)(1) of the Code).



                                       24

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     Section 3.18  Environmental Matters.  (i) Except as  disclosed in the
Current Company SEC Documents or as previously disclosed in writing to Parent,
(A) the Company and each of its subsidiaries have conducted their respective
businesses in compliance with all applicable Environmental Laws (as hereinafter
defined) and are currently in compliance with all such laws, including, without
limitation, having all permits, licenses and other approvals and authorizations
necessary for the operation of their respective businesses as presently
conducted, (B) none of the properties currently or formerly owned or operated
by the Company or any of its subsidiaries contains any Hazardous Substance (as
hereinafter defined) in amounts exceeding the levels permitted by applicable
Environmental Laws, (C) neither the Company nor any of its subsidiaries has
received any notices, demand letters or requests for information from any
Governmental Entity or third party indicating that the Company or any of its
subsidiaries may be in violation of, or liable under, any Environmental Law in
connection with the ownership or operation of their businesses, including,
without limitation, liability relating to sites not owned or operated by the
Company or any of its subsidiaries, (D) there are no civil, criminal or
administrative actions, suits, demands, claims, hearings, investigations or
proceedings, pending or threatened, against the Company or any of its
subsidiaries relating to any violation of or liability under, or alleged
violation of or liability under, any Environmental Law, (E) all reports that
are required to be filed by the Company or any of its subsidiaries concerning
the release of any Hazardous Substance or the threatened or actual violation of
any Environmental Law have been so filed, (F) no Hazardous Substance has been
disposed of, released or transported in violation of or under circumstances
that could create liability under any applicable Environmental Law from any
properties owned by the Company or any of its subsidiaries as a result of any
activity of the Company or any of its subsidiaries during the time such
properties were owned, leased or operated by the Company or any of its
subsidiaries, (G) neither the Company, any of its subsidiaries nor any of their
respective properties are subject to any material liabilities or expenditures
(fixed or contingent) relating to any suit, settlement, court order,
administrative order, regulatory requirement, judgment or claim asserted or
arising under any Environmental Law, except for violations of the foregoing
clauses (A) through (G) that,



                                       25

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singly or in the aggregate, would not reasonably be expected to have a material
adverse effect on the Company and its subsidiaries, taken as a whole, and (H)
the Company has provided Parent with each environmental audit, test or analysis
performed within the last three years of any property currently or formerly
owned or operated by the Company or any of its subsidiaries (x) which involves
any condition of environmental impairment which would give rise to a material
adverse effect on the Company and its subsidiaries, taken as a whole and (y) of
which the Company has knowledge.

     (ii)  As used herein, "Environmental Law" means any United States Federal,
territorial, state, local or foreign law, statute, ordinance, rule, regulation,
code, license, permit, authorization, approval, consent, legal doctrine, order,
judgment, decree, injunction, requirement or agreement with any governmental
entity relating to (x) the protection, preservation or restoration of the
environment (including, without limitation, air, water vapor, surface water,
groundwater, drinking water supply, surface land, subsurface land, plant and
animal life or any other natural resource) or to human health or safety or (y)
the exposure to, or the use, storage, recycling, treatment, generation,
transportation, processing, handling, labeling, production, release or disposal
of Hazardous Substances.  The term "Environmental Law" includes, without
limitation, (i) the Federal Comprehensive Environmental Response Compensation
and Liability Act of 1980, the Superfund Amendments and Reauthorization Act,
the Federal Water Pollution Control Act of 1972, the Federal Clean Air Act, the
Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of
1976 (including the Hazardous and Solid Waste Amendments thereto), the Federal
Solid Waste Disposal Act and the Federal Toxic Substances Control Act, the
Federal Insecticide, Fungicide and Rodenticide Act, and the Federal
Occupational Safety and Health Act of 1970, and (ii) any common law or
equitable doctrine (including, without limitation, injunctive relief and tort
doctrines such as negligence, nuisance, trespass and strict liability) that may
impose liability or obligations for injuries or damages due to, or threatened
as a result of, the presence of, effects of or exposure to any Hazardous
Substance.



                                       26

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     (iii)  As used herein, "Hazardous Substance" means any substance presently
or hereafter listed, defined, designated or classified as hazardous, toxic,
radioactive, or dangerous, or otherwise regulated, under any Environmental Law.
Hazardous Substance includes any substance to which exposure is regulated by
any government authority or any Environmental Law including, without
limitation, any toxic waste, pollutant, contaminant, hazardous substance, toxic
substance, hazardous waste, special waste, industrial substance or petroleum or
any derivative or by-product thereof, radon, radioactive material, asbestos, or
asbestos containing material, urea formaldehyde foam insulation, lead or
polychlorinated byphenyls.

     Section 3.19  Labor Matters.  Neither the Company nor any of its
subsidiaries is a party to, or bound by, any collective bargaining agreement,
contract or other agreement or understanding with a labor union or labor
organization.  There is no unfair labor practice or labor arbitration
proceeding pending or, to the knowledge of the Company, threatened against the
Company or any of its subsidiaries relating to its business, except for any
such proceeding which would not have a material adverse effect on the Company
and its subsidiaries, taken as a whole.  To the knowledge of the executive
officers of the Company, there are no organizational efforts with respect to
the formation of a collective bargaining unit presently being made or
threatened involving employees of the Company or any of its subsidiaries.

     Section 3.20  Finders and Investment Bankers.  Neither the Company nor any
of its officers or directors has employed any investment banker, business
consultant, financial advisor, broker or finder in connection with the
transactions contemplated by this Agreement, except for Financial Advisor (the
fees of which will be paid by the Company), or incurred any liability for any
investment banking, business consultancy, financial advisory, brokerage or
finders' fees or commissions in connection with the Transactions, except for
fees payable to Financial Advisor.  The Company has provided Parent with a true
and correct copy of the fee letter between the Company and Financial Advisor.


                                       27

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                                   ARTICLE IV

           REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER

     Parent and the Purchaser represent and warrant to the Company that all of
the statements contained in this Article IV are true and correct as of the date
of this Agreement (or, if made as of a specified date, as of such date), and
will be true and correct in all material respects as of the Closing Date as
though made on the Closing Date.

     Section 4.1  Organization.  Each of Parent and the Purchaser is a
corporation duly organized, validly existing and in good standing under the
laws of Ontario and New York, respectively, and has all requisite corporate or
other power and authority and all necessary governmental approvals to own,
lease and operate its properties and to carry on its business as now being
conducted, except where the failure to be so organized, existing and in good
standing or to have such power, authority, and governmental approvals would not
have a material adverse effect on Parent and its subsidiaries, taken as a
whole.  Parent and each of its subsidiaries is duly qualified or licensed to do
business and in good standing in each jurisdiction in which the property owned,
leased or operated by it or the nature of the business conducted by it makes
such qualification or licensing necessary, except where the failure to be so
duly qualified or licensed and in good standing would not, in the aggregate,
have a material adverse effect on Parent and its subsidiaries, taken as a
whole.

     Section 4.2  Authorization; Validity of Agreement; Necessary Action.  Each
of Parent and the Purchaser has full corporate power and authority to execute
and deliver this Agreement and to consummate the Transactions.  The execution,
delivery and performance by Parent and the Purchaser of this Agreement, and the
consummation of the Merger and of the Transactions, have been duly authorized
by all necessary corporate action.  This Agreement has been duly executed and
delivered by each of the Parent and the Purchaser and, assuming due and valid
authorization, execution and delivery hereof by the Company, is a valid and
binding obligation of each of Parent and the Purchaser, as the case may be,
enforceable against each of them in accordance with its respective



                                       28

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terms except as may be limited by (a) bankruptcy, insolvency, reorganization or
other laws now or hereafter in effect relating to creditors' rights generally
and (b) general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).

     Section 4.3  Consents and Approvals; No Violations.  Except for filings,
permits, authorizations, consents and approvals as may be required under, and
other applicable requirements of, the Exchange Act, state securities or blue
sky laws and the NYBCL, neither the execution, delivery or performance of this
Agreement by Parent or the Purchaser nor the consummation by Parent or the
Purchaser of the Transactions nor compliance by Parent or the Purchaser with
any of the provisions hereof will (i) conflict with or result in any breach of
any provision of the articles of incorporation or by-laws of Parent or the
certificate of incorporation or by-laws of the Purchaser, (ii) require any
filing with, or permit, authorization, consent or approval of, any Governmental
Entity with respect to the business carried on by Parent or its subsidiaries as
of the date hereof, (iii) result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default (or give rise
to any right of termination, cancellation or acceleration) under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, lease,
license, contract, agreement or other instrument or obligation to which Parent,
or any of its subsidiaries or the Purchaser is a party or by which any of them
or any of their respective properties or assets may be bound or (iv) violate
any order, writ, injunction, decree, statute, rule or regulation applicable to
Parent, any of its subsidiaries or any of their properties or assets, excluding
from the foregoing clauses (ii),(iii) and (iv) such violations, breaches or
defaults which would not, individually or in the aggregate, have a material
adverse effect on Parent, its subsidiaries and the Purchaser taken as a whole.

     Section 4.4  Information in Proxy Statement.  None of the information
supplied by Parent or the Purchaser specifically for inclusion or incorporation
by reference in the Proxy Statement, if required by Section 1.7 hereof, will,
at the date mailed to Company stockholders and at the time of the meeting of
Company stockholders



                                       29

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to be held in connection with Company stockholder approval of the Merger,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not
misleading.


                                   ARTICLE V

                                   COVENANTS

     Section 5.1  Interim Operations of the Company.  The Company covenants and
agrees that, except (i) as expressly contemplated by this Agreement or (ii) as
agreed in writing by Parent, after the date hereof, and prior to the Effective
Time:

     (a)  the business of the Company and its subsidiaries shall be conducted
only in the ordinary and usual course and, to the extent consistent therewith,
each of the Company and its subsidiaries shall use its best efforts to preserve
its business organization intact and maintain its existing relations with
customers, suppliers, employees, creditors and business partners;

     (b)  the Company shall not, directly or indirectly, amend or propose to
amend its Certificate of Incorporation or By-laws or similar organizational
documents;

     (c)  the Company shall not, and it shall not permit any of its
subsidiaries to: (i)(A) declare, set aside or pay any dividend or other
distribution payable in cash, stock or property with respect to the Company's
capital stock or that of its subsidiaries, other than current or accrued
dividends on the Preferred Stock, or (B) redeem, purchase or otherwise acquire
directly or indirectly any shares of the capital stock of the Company or of its
subsidiaries or any other securities thereof or any rights, warrants or options
to acquire any such shares or other securities; (ii) authorize for issuance,
issue, sell, pledge, deliver or agree to commit to issue, sell, pledge or
deliver (whether through the issuance or granting of any options, warrants,
calls, subscriptions, stock appreciation rights or other rights or other
agreements) or otherwise encumber any shares of


                                       30

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capital stock of any class of the Company or of its subsidiaries or any
securities convertible into or exchangeable for shares of capital stock of any
class of the Company or of its subsidiaries other than Shares issued upon the
exercise of Company Options outstanding on the date hereof in accordance with
the Company Option Plans as in effect on the date hereof; or (iii) split,
combine or reclassify the outstanding capital stock of the Company or of any of
its subsidiaries or authorize the issuance of any other securities in respect
of, in lieu of or in substitution for shares in the capital stock of the
Company or of any of its subsidiaries;

     (d)  the Company shall not, and it shall not permit any of its
subsidiaries to, acquire or agree to acquire (i) by merging or consolidating
with, or by purchasing a substantial portion of the assets of, or by any other
manner, any business or any corporation, partnership, limited liability
company, joint venture, association or other business organization or division
thereof or (ii) any assets, outside of the ordinary course of business, that
individually is in excess of $25,000 or in the aggregate in excess of $50,000;

     (e)  the Company shall not, and it shall not permit any of its
subsidiaries to, sell, lease, license, mortgage or otherwise encumber or
subject to any Lien or otherwise dispose of any assets of the Company or of its
subsidiaries other than (i) sales and dispositions of interests or rights with
respect to property having an aggregate fair market value on the date of this
Agreement of less than $50,000, in each case only if in the ordinary course of
business and consistent with past practice or (ii) encumbrances and Liens that
are incurred in the ordinary course of business and consistent with past
practice;

     (f)  neither the Company nor any of its subsidiaries shall: (i) grant any
increase in the compensation payable or to become payable by the Company or any
of its subsidiaries to any of its executive officers or key employees or
(ii)(A) adopt any new, or (B) amend or otherwise increase, or accelerate the
payment or vesting of the amounts payable or to become payable under any
existing, bonus, incentive compensation, deferred compensation, severance,
profit sharing, stock option, stock purchase, insurance, pension, retirement or
other employee


                                       31

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benefit plan agreement or arrangement, including without limitation, the
Company Option Plans; or (iii) enter into any employment or severance agreement
with or, except in accordance with the existing written policies of the
Company, grant any severance or termination pay to any officer, director or
employee of the Company or any its subsidiaries;

     (g)  neither the Company nor any of its subsidiaries shall: (i) modify,
amend or terminate any of its or its subsidiaries' material contracts or waive,
release or assign any material rights or claims, except in the ordinary course
of business and consistent with past practice (ii) enter into any other
agreements, commitments or contracts that are material to the Company and its
subsidiaries taken as a whole, other than in the ordinary course of business
and consistent with past practice, or otherwise make any material change that
is adverse to the Company (including by way of termination) in (A) any existing
agreement, commitment or arrangement that is material to the Company and its
subsidiaries taken as a whole or (B) the conduct of the business or operations
of the Company and its subsidiaries;

     (h)  neither the Company nor any of its subsidiaries shall: (i) incur or
assume any long-term debt, or except in the ordinary course of business in
amounts consistent with past practice, incur or assume any short-term
indebtedness; (ii) incur or modify any material indebtedness or other
liability; (iii) issue or sell any debt securities or warrants or other rights
to acquire any debt securities of the Company or of any of its subsidiaries;
(iv) enter into any "keep well" or other arrangement to maintain any financial
condition of another person; (v) assume, guarantee, endorse or otherwise become
liable or responsible (whether directly, contingently or otherwise) for the
obligations of any other person, except in the ordinary course of business and
consistent with past practice; (vi) make any loans, advances or capital
contributions to, or investments in, any other person (other than to wholly
owned subsidiaries of the Company); or (vii) enter into any material commitment
or transaction (including, but not limited to, any material capital expenditure
or purchase or lease of assets or real estate other than the purchase of
products for inventory and supplies in the ordinary course of business);



                                       32

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     (i)  neither the Company nor any of its subsidiaries shall change any of
the accounting methods used by it unless required by GAAP;

     (j)  neither the Company nor any of its subsidiaries shall, without the
prior written consent of Parent, pay, discharge or satisfy any claims,
liabilities or obligations (absolute, accrued, asserted or unasserted,
contingent or otherwise), other than the payment, discharge or satisfaction of
any such claims, liabilities or obligations, in the ordinary course of business
and consistent with past practice, of claims, liabilities or obligations
reflected or reserved against in, or contemplated by, the consolidated
financial statements (or the notes thereto) of the Company and its consolidated
subsidiaries;

     (k)  neither the Company nor any of its subsidiaries will take, or agree
to commit to take, any action that would or is reasonably likely to result in
any of the conditions to the Offer set forth in Annex A or any of the
conditions to the Merger set forth in Article VI not being satisfied, or would
make any representation or warranty of the Company contained herein inaccurate
in any respect at, or as of any time prior to, the Effective Time, or that
would materially impair the ability of the Company to consummate the Offer or
the Merger in accordance with the terms hereof or materially delay such
consummation;

     (l)  neither the Company nor any of its subsidiaries shall make any Tax
election or settle or compromise any Tax liability or refund, except to the
extent already provided in the Current Company SEC Documents;

     (m)  neither the Company nor any of its subsidiaries shall permit any
material insurance policy naming it as a beneficiary or a loss payable payee to
be cancelled or terminated without notice to Parent, except in the ordinary
course of business and consistent with past practice;

     (n)  neither the Company nor any of its subsidiaries will adopt a plan of
complete or partial liquidation, dissolution, merger, consolidation,
restructuring, recapitalization or other reorganization of the



                                       33

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Company or any of its subsidiaries (other than the Merger); and

     (o)  neither the Company nor any of its subsidiaries will enter into an
agreement, contract, commitment or arrangement to do any of the foregoing, or
to authorize, recommend, propose or announce an intention to do any of the
foregoing.

     Section 5.2  Access; Confidentiality.  Upon reasonable notice, the Company
shall (and shall cause each of its subsidiaries to) afford to the officers,
employees, accountants, counsel, financing sources and other representatives of
Parent, reasonable access, during normal business hours during the period prior
to the Effective Date, to all its properties, books, contracts, commitments and
records and, during such period, the Company shall (and shall cause each of its
subsidiaries to) furnish promptly to the Parent (a) a copy of each report,
schedule, registration statement and other document filed or received by it
during such period pursuant to the requirements of federal securities laws and
(b) all other information concerning its business, properties and personnel as
Parent may reasonably request.

     Section 5.3  Additional Agreements.  Subject to the terms and conditions
herein provided, each of the parties hereto shall use all reasonable efforts to
take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations, or
to remove any injunctions or other impediments or delays, legal or otherwise,
to consummate and make effective the Merger and the other transactions
contemplated by this Agreement.  In case at any time after the Effective Time
any further action is necessary or desirable to carry out the purposes of this
Agreement, the proper officers and directors of the Company and Parent shall
use all reasonable efforts to take, or cause to be taken, all such necessary
actions.

     Section 5.4  Consents and Approvals.  Each of the Company, Parent and the
Purchaser will take all reasonable actions necessary to comply promptly with
all legal requirements which may be imposed on it with respect to this
Agreement and the Transactions (which actions shall include, without
limitation, furnishing all information required in connection with approvals of
or filings with any other Governmental Entity) and will



                                       34

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promptly cooperate with and furnish information to each other in connection
with any such requirements imposed upon any of them or any of their
subsidiaries in connection with this Agreement and the Transactions.  Each of
the Company, Parent and the Purchaser will, and will cause its subsidiaries to,
take all reasonable actions necessary to obtain (and will cooperate with each
other in obtaining) any consent, authorization, order or approval of, or any
exemption by, any Governmental Entity or other public or private third party
required to be obtained or made by Parent, the Purchaser, the Company or any of
their subsidiaries in connection with the Merger or the taking of any action
contemplated thereby or by this Agreement.

     Section 5.5  No Solicitation.  (a)  Neither the Company nor any of its
subsidiaries or affiliates shall (and the Company shall use its best efforts to
cause its officers, directors, employees, representatives and agents,
including, but not limited to, investment bankers, attorneys and accountants,
not to), directly or indirectly, encourage, solicit, participate in or initiate
discussions or negotiations with, or provide any information to, any
corporation, partnership, person or other entity or group (other than Parent,
any of its affiliates or representatives) concerning any proposal or offer to
acquire all or a substantial part of the business and properties of the Company
or any of its subsidiaries or any capital stock of the Company or any of its
subsidiaries, whether by merger, tender offer, exchange offer, sale of assets,
sale of shares of capital stock or debt securities or similar transactions
involving the Company or any subsidiary, division or operating or principal
business unit of the Company (collectively, an "Acquisition Proposal").
Notwithstanding the foregoing, the Company may furnish information concerning
its business, properties or assets to any corporation, partnership, person or
other entity or group pursuant to appropriate confidentiality agreements, and
may negotiate and participate in discussions and negotiations with such entity
or group concerning an Acquisition Proposal (x) if such entity or group has on
an unsolicited basis submitted a bona fide written proposal to the Company
Board relating to any such transaction which the Company Board determines in
good faith represents a superior transaction to the Offer and the Merger and
which is not conditioned upon obtaining additional financing and (y) if, in


                                       35

   42




the opinion of the Company Board, only after receipt of advice from independent
legal counsel to the Company, the failure to provide such information or access
or to engage in such discussions or negotiations would cause the Company Board
to violate its fiduciary duties to the Company's stockholders under applicable
law (an Acquisition Proposal which satisfies clauses (x) and (y) being referred
to herein as a "Superior Proposal").  The Company will immediately communicate
to Parent the terms of any proposal, discussion, negotiation or inquiry (and
will disclose any written materials received by the Company in connection with
such proposal, discussion negotiation, or inquiry) and the identity of the
party making such proposal or inquiry which it may receive in respect of any
such transaction.

     (b) Except as set forth herein, neither the Company Board nor any
committee thereof shall (i) withdraw or modify, or propose to withdraw or
modify, in a manner adverse to Parent or the Purchaser, the approval or
recommendation by the Company Board or any such committee of the Offer, this
Agreement or the Merger, (ii) approve or recommend, or propose to approve or
recommend, any Acquisition Proposal or (iii) enter into any agreement with
respect to any Acquisition Proposal.  Notwithstanding the foregoing, prior to
the time of acceptance for payment of Shares in the Offer, the Company Board
may (subject to the terms of this and the following sentence) withdraw or
modify its approval or recommendation of the Offer, this Agreement or the
Merger, approve or recommend a Superior Proposal, or enter into an agreement
with respect to a Superior Proposal, in each case at any time after the second
business day following Parent's receipt of written notice advising Parent that
the Company Board has received a Superior Proposal, specifying the material
terms and conditions of such Superior Proposal and identifying the person
making such Superior Proposal; provided that the Company Board shall have
determined, only after receipt of advice from outside legal counsel to the
Company, that the failure to take such action would cause the Company Board to
violate its fiduciary duties to the Company's stockholders under applicable
law; provided further that the Company shall not enter into an agreement with
respect to a Superior Proposal unless the Company shall have furnished Parent
with written notice not later than noon (New York time) one day in advance of
any date that it intends to enter into such agreement and


                                       36

   43




shall have caused its financial and legal advisors to negotiate with Parent to
make such adjustments in the terms and conditions of this Agreement as would
enable the Company to proceed with the transactions contemplated herein on such
adjusted terms.  In addition, if the Company proposes to enter into an
agreement with respect to any Acquisition Proposal, it shall concurrently with
entering into such agreement pay, or cause to be paid, to Parent the
Termination Fee (as defined in Section 8.1) subject to the provisions of
Section 8.1.

     Section 5.6  Publicity.  The initial press release with respect to the
execution of this Agreement shall be a joint press release acceptable to Parent
and the Company.  Thereafter, so long as this Agreement is in effect, neither
the Company, Parent nor any of their respective affiliates shall issue or cause
the publication of any press release or other announcement with respect to the
Merger, this Agreement or the other transactions contemplated hereby without
the prior consultation of the other party, except as may be required by law or
by any listing agreement with a national securities exchange or trading market.

     Section 5.7  Notification of Certain Matters.  The Company shall give
prompt notice to Parent and Parent shall give prompt notice to the Company, of
(i) the occurrence or non-occurrence of any event the occurrence or
non-occurrence of which would cause any representation or warranty contained in
this Agreement to be untrue or inaccurate in any material respect at or prior
to the Effective Time and (ii) any material failure of the Company, Parent or
the Purchaser, as the case may be, to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by it hereunder;
provided, however, that the delivery of any notice pursuant to this Section 5.7
shall not limit or otherwise affect the remedies available hereunder to the
party receiving such notice.

     Section 5.8  Indemnification.  For six years after the Effective Time,
Parent shall cause the Surviving Corporation (or any successor to the Surviving
Corporation) to indemnify, defend and hold harmless the present officers and
directors of the Company and its subsidiaries (each an "Indemnified Party")
against all losses, claims, damages, liabilities, fees and expenses (including


                                       37

   44




reasonable fees and disbursements of counsel and judgments, fines, losses,
claims, liabilities and amounts paid in settlement (provided that any such
settlement is effected with the written consent of the Parent or the Surviving
Corporation)) arising out of actions or omissions occurring at or prior to the
Effective Time to the full extent permitted under New York law, subject to the
terms of the Company's Certificate of Incorporation, By-laws and
indemnification agreements, all as in effect at the date hereof, including
provisions relating to advancement of expenses incurred in the defense of any
action or suit; provided that, in the event any claim or claims are asserted or
made within such six year period, all rights to indemnification in respect of
any such claim or claims shall continue until disposition of any and all such
claims; provided further, that any determination required to be made with
respect to whether an Indemnified Party's conduct complies with the standards
set forth under New York law, the Certificate of Incorporation, the By-Laws or
such agreements, as the case may be, shall be made by independent counsel
mutually acceptable to Parent and the Indemnified Party and; provided further,
that nothing herein shall impair any rights or obligations of any present or
former directors or officers of the Company.


                                   ARTICLE VI

                                   CONDITIONS

     Section 6.1  Conditions to Each Party's Obligation to Effect the Merger.
The respective obligation of each party to effect the Merger shall be subject
to the satisfaction on or prior to the Closing Date of each of the following
conditions, any and all of which may be waived in whole or in part by the
Company, Parent or the Purchaser, as the case may be, to the extent permitted
by applicable law:

     (a)  Stockholder Approval.  This Agreement shall have been approved and
adopted by the requisite vote of the stockholders of the Company, if required
by applicable law and the Certificate of Incorporation, in order to consummate
the Merger;



                                       38

   45




     (b)  Statutes; Consents.  No law, statute, rule, order, decree or
regulation shall have been enacted or promulgated by any Governmental Entity of
competent jurisdiction which declares this Agreement invalid or unenforceable
in any material respect or which prohibits completion of the Offer or
consummation of the Merger, and all governmental consents, orders and approvals
required for the completion of the Offer or consummation of the Merger and the
other transactions contemplated hereby shall have been obtained and shall be in
effect at the Effective Time;

     (c)  Injunctions.  There shall be no order or injunction of any
Governmental Entity in effect precluding, restraining, enjoining or prohibiting
completion of the Offer or consummation of the Merger; and

     (d)  Purchase of Shares in Offer.  Parent, the Purchaser or their
affiliates shall have purchased Shares pursuant to the Offer.



                                  ARTICLE VII

                                  TERMINATION

     Section 7.1  Termination.  This Agreement may be terminated and the Merger
contemplated herein may be abandoned at any time prior to the Effective Time,
whether before or after stockholder approval thereof:

     (a)  By the mutual written consent of the Parent and the Company.

     (b)  By either of the Parent or the Company:

           (i)  if the Offer shall have expired without any Shares being
      purchased therein; provided, however, that the right to terminate this
      Agreement under this Section 7.1(b)(i) shall not be available to any
      party whose failure to fulfill any obligation under this Agreement has
      been the cause of, or resulted in, the failure of Parent or the
      Purchaser, as the case may be, to purchase the Shares pursuant


                                       39

   46




      to the Offer on or prior to the date on which the Offer shall have
      expired; or

           (ii)  if any Governmental Entity shall have issued an order, decree
      or ruling or taken any other action (which order, decree, ruling or other
      action the parties hereto shall use their reasonable efforts to lift), in
      each case permanently restraining, enjoining or otherwise prohibiting the
      Transactions and such order, decree, ruling or other action shall have
      become final and non-appealable.

     (c)  By the Company:

           (i)  if, prior to the purchase of the Shares pursuant to the Offer,
      Parent or the Purchaser breaches or fails in any material respect to
      perform or comply with any of its material covenants and agreements
      contained herein or breaches its representations and warranties in any
      material respect; or

           (ii)  in connection with entering into a definitive agreement in
      accordance with Section 5.5(b), provided it has complied with all
      provisions thereof, including the notice provisions therein, and that it
      makes simultaneous payment of the Termination Fee; or

           (iii)  if Parent or the Purchaser shall have terminated the Offer
      without Parent or the Purchaser, as the case may be, purchasing any
      Shares pursuant thereto; provided that the Company may not terminate this
      Agreement pursuant to this Section 7.1(c)(iii) if the Company is in
      material breach of this Agreement; or

           (iv)  if Parent, the Purchaser or any of their affiliates shall have
      failed to commence the Offer on or prior to the fifth business day
      following the date of the initial public announcement of the Offer;
      provided, that the Company may not terminate this Agreement pursuant to
      this Section 7.1(c)(iv) if the Company is in material breach of this
      Agreement.



                                       40

   47





     (d)  By the Parent or the Purchaser:

          (i)   if prior to the purchase of the Shares pursuant to the Offer,
     the Company Board (A) shall have withdrawn, or modified or changed in a
     manner adverse to Parent or the Purchaser, its approval or recommendation
     of the Offer, this Agreement or the Merger, or (B) shall have approved or
     recommended an Acquisition Proposal, or (C) shall have executed an
     agreement in principle (or similar agreement) or definitive agreement
     providing for a tender offer or exchange offer for any shares of capital
     stock of the Company, or a merger, consolidation or other business
     combination with a person or entity other than Parent, the Purchaser or
     their affiliates (or the Company Board resolves to do any of the
     foregoing); or

          (ii)  if Parent or the Purchaser shall have terminated the Offer
     without Parent or the Purchaser purchasing any Shares thereunder, provided
     that Parent or the Purchaser may not terminate this Agreement pursuant to
     this Section 7.1(d)(ii) if Parent or the Purchaser has failed to purchase
     the Shares in the Offer in violation of the material terms thereof; or

          (iii) if, due to an occurrence that if occurring after the
     commencement of the Offer would result in a failure to satisfy any of the
     conditions set forth in Annex A hereto, Parent, the Purchaser, or any of
     their affiliates shall have failed to commence the Offer on or prior to the
     fifth business day following the date of the initial public announcement of
     the Offer.

     Section 7.2  Effect of Termination.  In the event of the termination of
this Agreement as provided in Section 7.1, written notice thereof by the
terminating party shall forthwith be given to the other party or parties
specifying the provision hereof pursuant to which such termination is made, and
this Agreement shall forthwith become null and void, and there shall be no
liability on the part of Parent, the Company, their respective stockholders and
affiliates, or the respective officers and directors thereof; provided,
however, that nothing



                                       41

   48




herein shall relieve any party from liability for fraud or for any material
breach of this Agreement.


                                  ARTICLE VIII

                                 MISCELLANEOUS

     Section 8.1  Fees and Expenses.  All costs and expenses incurred in
connection with this Agreement and the consummation of the Transactions shall
be paid by the party incurring such expenses.

     Section 8.2  Amendment and Modification.  Subject to applicable law, this
Agreement may be amended, modified and supplemented in any and all respects,
whether before or after any vote of the stockholders of the Company
contemplated hereby, by written agreement of the parties hereto, at any time
prior to the Closing Date with respect to any of the terms contained herein;
provided, however, that after the approval of this Agreement by the
stockholders of the Company, no such amendment, modification or supplement
shall reduce the amount, or change the form, of the Merger Consideration.

     Section 8.3  Nonsurvival of Representations and Warranties.  None of the
representations and warranties in this Agreement or in any schedule, instrument
or other document delivered pursuant to this Agreement shall survive the
Effective Time.

     Section 8.4  Notices.  All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally,
telecopied (which is confirmed) or sent by an overnight courier service, such
as Federal Express, to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):

                     (a) if to Parent or the Purchaser, to:

                         Philip Services Corp.
                         100 King Street West
                         P.O. Box 2440, LCD #1
                         Hamilton, Ontario
                         L8N 4J6



                                       42

   49




                         Attention:  Joy Grahek
                         Telephone:  (905) 540-6740
                         Facsimile:  (905) 521-9160

                         with a copy to:

                         Skadden, Arps, Slate, Meagher & Flom LLP
                         Suite 1820, North Tower
                         Box 189, Royal Bank Plaza
                         Toronto, Ontario
                         M5J 2J4

                         Attention:  Christopher W. Morgan
                         Telephone No.: (416) 777-4700
                         Telecopy No.: (416) 777-4747

                    (b)  if to the Company, to:

                         Advanced Environmental Systems, Inc.
                         370 17th Street
                         Denver, Colorado 80202


                         Attention:  Gary Schmitt,
                                     Vice-President
                         Telephone:  (303) 572-5009
                         Facsimile:  (303) 572-5001

                         with a copy to:

                         Waldbaum, Corn, Koff,
                           Berger & Cohen P.C.
                         303 East Seventeenth Avenue
                         Suite 940
                         Denver, Colorado 80203

                         Attention:  Douglas B. Koff
                         Telephone No.:  (303) 861-1166
                         Telecopy No.:   (303) 861-0601

     Section 8.5  Interpretation.  When a reference is made in this Agreement
to Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated.  Whenever the words "include", "includes" or "including"
are used in this Agreement they shall be deemed to be followed by the words
"without limitation".   As used in this Agreement, the term "affiliate(s)"
shall


                                       43

   50




have the meaning set forth in Rule l2b-2 promulgated under the Exchange Act.

     Section 8.6  Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each
of the parties and delivered to the other parties.

     Section 8.7  Entire Agreement; No Third Party Beneficiaries; Rights of
Ownership.  This Agreement and the Confidentiality Agreement (including the
documents and the instruments referred to herein and therein):  (a) constitute
the entire agreement and supersede all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter
hereof, and (b) except as provided in Section 5.8 hereof, is not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder.

     Section 8.8  Severability.  Any term or provision of this Agreement that
is held by a court of competent jurisdiction or other authority to be invalid,
void or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.  If the final judgment of a court of
competent jurisdiction or other authority declares that any term or provision
hereof is invalid, void or unenforceable, the parties agree that the court
making such determination shall have the power to reduce the scope, duration,
area or applicability of the term or provision, to delete specific words or
phrases, or to replace any invalid, void or unenforceable term or provision
with a term or provision that is valid and enforceable and that comes closest
to expressing the intention of the invalid or unenforceable term or provision.

     Section 8.9  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to the principles of conflicts of law thereof.



                                       44

   51




     Section 8.10  Assignment.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties, except that the Purchaser may assign, in its sole
discretion, any or all of its rights, interests and obligations hereunder to
Parent or to any direct or indirect wholly owned subsidiary of Parent.  Subject
to the preceding sentence, this Agreement will be binding upon, inure to the
benefit of and be enforceable by the parties and their respective successors
and assigns.

     Section 8.11  Transfer and Similar Taxes.  Notwithstanding any other
provision of this Agreement to the contrary, each of the Company's stockholders
shall be responsible for the payment of any sales, use, privilege, transfer,
documentary, gains, stamp, duties, recording and similar Taxes and fees
(including any penalties, interest and additions to such fees), incurred in
connection with such stockholder's sale of Shares to the Purchaser pursuant to
this Agreement and for the accurate filing of all necessary Tax Returns and
other documentation with respect to any transfer Tax.



                                       45

   52




     IN WITNESS WHEREOF, Parent, the Purchaser and the Company have caused this
Agreement to be signed by their respective officers thereunto duly authorized
as of the date first written above.

                                   PHILIP SERVICES CORP.


                                   By:   /s/ COLIN SOULE
                                       ----------------------------------------
                                       Name:  Colin Soule
                                       Title: Executive Vice President,
                                              General Counsel and
                                              Corporate Secretary


                                   AES ACQUISITION CORP.


                                   By:   /s/ COLIN SOULE
                                       ---------------------------------------
                                       Name:  Colin Soule
                                       Title: Secretary


                                   ADVANCED ENVIRONMENTAL SYSTEMS, INC.



                                   By:   /s/ GARY L. SCHMITT
                                       ----------------------------------------
                                       Name:  Gary L. Schmitt
                                       Title: Vice President



                                       46

   53





                                                                         ANNEX A
                                                                         -------

     Certain Conditions of the Offer.  Notwithstanding any other provisions of
the Offer, and in addition to (and not in limitation of) the Purchaser's rights
to extend and amend the Offer at any time in its sole discretion (subject to
the provisions of this Agreement), the Purchaser shall not be required to
accept for payment or, subject to any applicable rules and regulations of the
SEC, including Rule 14e-1(c) under the Exchange Act (relating to the
Purchaser's obligation to pay for or return tendered Shares promptly after
termination or withdrawal of the Offer), pay for, and may delay the acceptance
for payment of or, subject to the restriction referred to above, the payment
for, any tendered Shares, and may terminate or amend the Offer as to any Shares
not then paid for, if (i) the Company, the Parent and the Purchaser, as
required, have not obtained all necessary material consents, approvals, orders,
authorizations, registrations, declarations, permits or filings required to be
obtained by it in connection with this Agreement and the transactions
contemplated hereby or (ii) at any time on or after the date of the Merger
Agreement and before the time of payment for any such Shares, any of the
following events shall occur or shall be determined by the Purchaser to have
occurred:

     (a) there shall be threatened or pending any suit, action or proceeding by
any Governmental Entity against the Purchaser, Parent, the Company or any
subsidiary of the Company (i) seeking to prohibit or impose any material
limitations on Parent's or the Purchaser's ownership or operation (or that of
any of their respective subsidiaries or affiliates) of all or a material
portion of their or the Company's businesses or assets, or to compel Parent or
the Purchaser or their respective subsidiaries and affiliates to dispose of or
hold separate any material portion of the business or assets of the Company or
Parent and their respective subsidiaries, in each case taken as a whole, (ii)
challenging the acquisition by Parent or the Purchaser of any Shares under the
Offer, the Merger or pursuant to the Stockholder Agreements, seeking to
restrain or prohibit the making or consummation of the Offer or the Merger or
the performance of any of the other Transactions (including the voting
provisions thereunder), or seeking to obtain from the Company, Parent or the
Purchaser any damages that are material in relation to the Company and its
subsidiaries taken as a whole, (iii) seeking



                                      A-1

   54




to impose material limitations on the ability of the Purchaser, or render the
Purchaser unable, to accept for payment, pay for or purchase some or all of the
Shares pursuant to the Offer and the Merger, (iv) seeking to impose material
limitations on the ability of the Purchaser or Parent effectively to exercise
full rights of ownership of the Shares, including, without limitation, the
right to vote the Shares purchased by it on all matters properly presented to
the Company's stockholders, or (v) which otherwise is reasonably likely to have
a material adverse affect on the Company and its subsidiaries, taken as a
whole;

     (b)  there shall be any statute, rule, regulation, judgment, order or
injunction enacted, entered, enforced, promulgated, or deemed applicable,
pursuant to an authoritative interpretation by or on behalf of a Government
Entity, to the Offer or the Merger, or any other action shall be taken by any
Governmental Entity that is reasonably likely to result, directly or
indirectly, in any of the consequences referred to in clauses (i) through (iv)
of paragraph (a) above;

     (c)  there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on the New York Stock Exchange, The
Toronto Stock Exchange or in the Nasdaq Stock Market, for a period in excess of
24 hours (excluding suspensions or limitations resulting solely from physical
damage or interference with such exchanges not related to market conditions),
(ii) a declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States or Canada (whether or not mandatory),
(iii) a commencement of a war directly or indirectly involving the United
States or Canada, (iv) any limitation (whether or not mandatory) by any United
States or Canadian governmental authority on the extension of credit generally
by banks or other financial institutions, (v)  a change in general financial,
bank or capital market conditions which materially adversely affects the
ability of financial institutions in the United States or Canada to extend
credit or syndicate loans or (vi) in the case of any of the foregoing existing
at the time of the commencement of the Offer, a material acceleration or
worsening thereof;

     (d) (i) the representations and warranties of the Company set forth in
this Agreement shall not be true and correct in any material respect as of the
date of this Agreement and as of consummation of the Offer as though made on or


                                      A-2

   55

as of such date, (ii) the Company shall have failed to comply with its
covenants and agreements under this Agreement in all material respects or (iii)
there shall have occurred any events or changes which have had or will have a
material adverse effect on the Company and its subsidiaries taken as a whole;


     (e)  (i)  the Company Board shall have withdrawn, or modified or changed
in a manner adverse to Parent or the Purchaser (including by amendment of the
Schedule 14D-9) its approval or recommendation of the Offer, this Agreement, or
the Merger, or approved or recommended any Acquisition Proposal, (ii) the
Company shall have entered into any agreement with respect to any Superior
Proposal in accordance with Section 5.5(b) of this Agreement or (iii) the
Company Board, upon request of the Purchaser, shall fail to reaffirm its
recommendation of the Offer, this Agreement or the Merger;

     (f) Parent shall not have acquired all of the outstanding capital stock,
on a fully diluted basis, of Industrial Services Technologies, Inc.; or

     (g) this Agreement shall have terminated in accordance with its terms.

which in the sole judgment of Parent or the Purchaser, in any such case, and
regardless of the circumstances (including any action or inaction by Parent or
the Purchaser) giving rise to such condition makes it inadvisable to proceed
with the Offer and/or with such acceptance for payment of or payment for
Shares.

     The foregoing conditions are for the sole benefit of Parent and the
Purchaser and may be waived by Parent or the Purchaser, in whole or in part at
any time and from time to time in the sole discretion of Parent or the
Purchaser.  The failure by Parent or the Purchaser at any time to exercise any
of the foregoing rights shall not be deemed a waiver of any such right and each
such right shall be deemed an ongoing right which may be asserted at any time
and from time to time.




                                      A-3

EX-99.C4

   1

                                                                  EXHIBIT (c)(4)

                         STOCKHOLDER AGREEMENT


     AGREEMENT, dated as of December 15, 1997, among Philip Services Corp., a
corporation existing under the laws of Ontario ("Parent"), AES Acquisition
Corp., a New York corporation and a wholly owned subsidiary of Parent (the
"Purchaser"), and _________________________________ (the "Stockholder").

                           W I T N E S S E T H:

     WHEREAS, concurrently with the execution and delivery of this Agreement,
Parent, the Purchaser and Advanced Environmental Systems, Inc., a New York
corporation (the "Company"), have entered into an Agreement and Plan of Merger
(as such agreement may hereafter be amended from time to time, the "Merger
Agreement"), pursuant to which Purchaser will be merged with and into the
Company (the "Merger");

     WHEREAS, in furtherance of the Merger, Parent and the Company desire that
as soon as practicable (and not later than five business days) after the
execution and delivery of the Merger Agreement, the Purchaser shall commence a
cash tender offer (the "Offer") to purchase at a price of $0.0059 per share all
outstanding shares of Company Common Stock (as defined in Section 1 hereof)
including all of the Shares (as defined in Section 2 hereof) beneficially owned
by the Stockholders; and

     WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent has required that the Stockholders agree, and the Stockholder
has agreed, to enter into this Agreement;

     NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:

     1.  Definitions.  For purposes of this Agreement:

     (a) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), including pursuant to any agreement, arrangement
or understanding,



   2


whether or not in writing.  Without duplicative counting of the same securities
by the same holder, securities Beneficially Owned by a Person shall include
securities Beneficially Owned by all other Persons with whom such Person would
constitute a "group" as within the meaning of Section 13(d)(3) of the Exchange
Act.

     (b) "Company Common Stock" shall mean at any time the Common Stock, $.0001
par value, of the Company.

     (c) "Person" shall mean an individual, corporation, partnership, joint
venture, association, trust, unincorporated organization or other entity.

     (d) Capitalized terms used and not defined herein have the respective
meanings ascribed to them in the Merger Agreement.

     2. Tender of Shares.

     (a) In order to induce Parent and the Purchaser to enter into the Merger
Agreement, the Stockholder hereby agrees to validly tender (or cause the record
owner of such shares to validly tender), and not to withdraw, pursuant to and
in accordance with the terms of the Offer, not later than the fifth business
day after commencement of the Offer pursuant to Section 1.1 of the Merger
Agreement and Rule 14d-2 under the Exchange Act, the number of shares of
Company Common Stock set forth opposite such Stockholder's name on Schedule I
hereto (the "Existing Shares", and together with any shares acquired by such
Stockholder in any capacity after the date hereof and prior to the termination
of this Agreement whether upon the exercise of Company Options or by means of
purchase, dividend, distribution or otherwise, the "Shares"), all of which are
Beneficially Owned by such Stockholder.  The Stockholder hereby acknowledges
and agrees that Parent's and the Purchaser's obligation to accept for payment
and pay for the Shares in the Offer, including the Shares Beneficially Owned by
such Stockholder, is subject to the terms and conditions of the Offer.

     (b) The transfer by the Stockholder of the Shares to Purchaser in the
Offer shall pass to and unconditionally vest in the Purchaser good and valid
title to the Shares, free and clear of all Liens.

     (c) The Stockholder hereby permits Parent and the Purchaser to publish and
disclose in the Offer Documents and, if approval of the Company's stockholders
is


                                       2

   3


required under applicable law, the Proxy Statement (including all documents and
schedules filed with the SEC) his identity and ownership of the Company Common
Stock and the nature of his commitments, arrangements and understandings under
this Agreement.

     3. [left blank]

     4. Additional Agreements.

     (a) Voting Agreement.  The Stockholder shall, during the period commencing
on the date hereof and continuing until the first to occur of the Effective
Time or the termination of the Merger Agreement in accordance with its terms,
at any meeting of the holders of Company Common Stock, however called, or in
connection with any written consent of the holders of Company Common Stock,
vote (or cause to be voted) the Shares (if any) then held of record or
Beneficially Owned by such Stockholder, (i) in favor of the Merger, the
execution and delivery by the Company of the Merger Agreement and the approval
of the terms thereof and each of the other actions contemplated by the Merger
Agreement and this Agreement and any actions required in furtherance thereof
and hereof; and (ii) against any Acquisition Proposal and against any action or
agreement that would impede, frustrate, prevent or nullify this Agreement, or
result in a breach in any respect of any covenant, representation or warranty
or any other obligation or agreement of the Company under the Merger Agreement
or which would result in any of the conditions set forth in Annex A to the
Merger Agreement or set forth in Article VI of the Merger Agreement not being
fulfilled.

     (b) No Inconsistent Arrangements.  The Stockholder hereby covenants and
agrees that, except as contemplated by this Agreement and the Merger Agreement,
it shall not (i) transfer (which term shall include, without limitation, any
sale, gift, pledge or other disposition), or consent to any transfer of, any or
all of such Stockholder's Shares, Company Options or any interest therein, (ii)
enter into any contract, option or other agreement or understanding with
respect to any transfer of any or all of such Shares, Company Options or any
interest therein, (iii) grant any proxy, power-of-attorney or other
authorization in or with respect to such Shares or Company Options, (iv)
deposit such Shares or Company Options into a voting trust or enter into a
voting agreement or arrangement with respect to such Shares or Company Options,
or (v) take any other action that would in any way restrict, limit or interfere
with the performance of its


                                       3


   4


obligations hereunder or the transactions contemplated hereby or by the Merger
Agreement.  Notwithstanding anything contained in this Section to the contrary,
the Stockholder shall have the right to transfer ownership of Shares to members
of his or her immediate family or to a trust created by the Stockholder,
provided that any and all transferees and trustees of any such trusts first
agree in writing to hold such Shares so transferred subject to this Agreement.

     (c) [left blank]

     (d) No Solicitation.  The Stockholder hereby agrees, in its or his
capacity as a stockholder of the Company, that neither such Stockholder nor any
of its Subsidiaries or affiliates shall (and such Stockholder shall use its
best efforts to cause its officers, directors, employees, representatives and
agents, including, but not limited to, investment bankers, attorneys and
accountants, not to), directly or indirectly, encourage, solicit, participate
in or initiate discussions or negotiations with, or provide any information to,
any corporation, partnership, person or other entity or group (other than
Parent, any of its affiliates or representatives) concerning any Acquisition
Proposal.  The Stockholder will immediately cease any existing activities,
discussions or negotiations with any parties conducted heretofore with respect
to any Acquisition Proposal.  The Stockholder will immediately communicate to
Parent the terms of any proposal, discussion, negotiation or inquiry such
Stockholder, in its or his capacity as a stockholder of the Company, receives
(and will disclose any written materials received by such Stockholder, in its
or his capacity as a stockholder of the Company, in connection with such
proposal, discussion, negotiation or inquiry) and the identity of the party
making such proposal or inquiry which it may receive in respect of any such
transaction.

     (e) Company Options.  If  the Stockholder holds Company Options to acquire
shares of Company Common Stock, it shall, if requested by the Company, consent
to the cancellation or substitution of its Company Options in accordance with
the terms of the Merger Agreement and shall execute all appropriate
documentation in connection with such cancellation or substitution.

     (f) Best Reasonable Efforts.  Subject to the terms and conditions of this
Agreement, each of the parties hereto agrees to use its best reasonable efforts
to


                                       4


   5


take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement
and the Merger Agreement.  Each party shall promptly consult with the other and
provide any necessary information and material with respect to all filings made
by such party with any Governmental Entity in connection with this Agreement
and the Merger Agreement and the transactions contemplated hereby and thereby.

     (g) Waiver of Appraisal Rights.  Each Stockholder hereby waives any rights
of appraisal or rights to dissent from the Merger that it or he may have.

     (h) Acquisition of Remaining Shares.  Parent agrees that, in the event
that within three years following Parent's exercise of the Stock Option,
Parent, the Purchaser or any of their Subsidiaries acquires any additional
shares of Company Common Stock from, or pursuant to an offer made to all of the
Company's stockholders, whether by merger, consolidation, tender offer or other
similar transaction, the price paid per share of Company Common Stock shall be
no less than the Purchase Price.

     5. Representations and Warranties of the Stockholder.  The Stockholder
hereby represents and warrants to Parent as follows:

     (a) Ownership of Shares.  Such Stockholder is the record and Beneficial
Owner of the Existing Shares, as set forth on Schedule I opposite such
Stockholder's name.  On the date hereof, the Existing Shares constitute all of
the Shares owned of record or Beneficially Owned by such Stockholder.  Such
Stockholder has sole voting power and sole power to issue instructions with
respect to the matters set forth in Sections 2, 3 and 4 hereof, sole power of
disposition, sole power of conversion, sole power to demand appraisal rights
and sole power to agree to all of the matters set forth in this Agreement, in
each case with respect to all of the Existing Shares with no limitations,
qualifications or restrictions on such rights, subject to applicable securities
laws and the terms of this Agreement.

     (b) Power; Binding Agreement.  Such Stockholder has the legal capacity,
power and authority to enter into and perform all of such Stockholder's
obligations under this Agreement.  The execution, delivery and performance of
this Agreement by such Stockholder will not violate any


                                       5


   6


other agreement to which such Stockholder is a party including, without
limitation, any voting agreement, proxy arrangement, pledge agreement,
shareholders agreement or voting trust.  This Agreement has been duly and
validly executed and delivered by such Stockholder and constitutes a valid and
binding agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms.  There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which such Stockholder is a
trustee whose consent is required for the execution and delivery of this
Agreement or the consummation by such Stockholder of the transactions
contemplated hereby.

     (c) No Conflicts.  Except for filings under the Exchange Act (if
applicable), (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity for the execution of this Agreement by
such Stockholder and the consummation by such Stockholder of the transactions
contemplated hereby and (ii) none of the execution and delivery of this
Agreement by such Stockholder, the consummation by such Stockholder of the
transactions contemplated hereby or compliance by such Stockholder with any of
the provisions hereof shall (A) conflict with or result in any breach of any
organizational documents applicable to the Stockholder, (B) result in a
violation or breach of, or constitute (with or without notice or lapse of time
or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, loan agreement, bond, mortgage,
indenture, license, contract, commitment, arrangement, understanding, agreement
or other instrument or obligation of any kind to which such Stockholder is a
party or by which such Stockholder or any of its properties or assets may be
bound, or (C) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to such Stockholder or any of its
properties or assets.

     (d) No Liens.  Except as permitted by this Agreement, the Existing Shares
and the certificates representing such Shares are now, and at all times during
the term hereof will be, held by such Stockholder, or by a nominee or custodian
for the benefit of such Stockholder, free and clear of all Liens, proxies,
voting trusts or agreements, understandings or arrangements or any other rights
whatsoever, except for any such Encumbrances or proxies arising hereunder.


                                       6


   7



     (e) No Finder's Fees.  No broker, investment banker, financial advisor or
other person is entitled to any broker's, finder's, financial adviser's or
other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of such
Stockholder.

     (f) Reliance by Parent.  The Stockholder understands and acknowledges that
Parent is entering into, and causing Purchaser to enter into, the Merger
Agreement in reliance upon such Stockholder's execution and delivery of this
Agreement.

     6. Representations and Warranties of Parent and the Purchaser.  Each of
Parent and the Purchaser hereby represents and warrants to the Stockholder as
follows:

     (a) Power; Binding Agreement.  Parent and the Purchaser each has the
corporate power and authority to enter into and perform all of its obligations
under this Agreement.  The execution, delivery and performance of this
Agreement by each of Parent and the Purchaser will not violate any other
agreement to which either of them is a party.  This Agreement has been duly and
validly executed and delivered by each of Parent and the Purchaser and
constitutes a valid and binding agreement of each of Parent and the Purchaser,
enforceable against each of  Parent and the Purchaser in accordance with its
terms.

     (b)  No Conflicts.  Except for filings under the Exchange Act (if
applicable), (i) no filing with, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution of this
Agreement by each of Parent and the Purchaser and the consummation by each of
Parent and the Purchaser of the transactions contemplated hereby and (ii) none
of the execution and delivery of this Agreement by each of Parent and the
Purchaser, the consummation by each of Parent and the Purchaser of the
transactions contemplated hereby or compliance by each of Parent and the
Purchaser with any of the provisions hereof shall (A) conflict with or result
in any breach of any organizational documents applicable to either of Parent or
the Purchaser, (B) result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any third
party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
loan agreement, bond, mortgage, indenture, license, contract, commitment,


                                       7


   8


arrangement, understanding, agreement or other instrument or obligation of any
kind to which either of Parent or the Purchaser is a party or by which either
of Parent or the Purchaser or any of their properties or assets may be bound,
or (C) violate any order, writ, injunction, decree, judgment, order, statute,
rule or regulation applicable to either of Parent or the Purchaser or any of
their properties or assets.

     7. Further Assurances.  From time to time, at the other party's request
and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further lawful action as may be
necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this
Agreement.

     8. Stop Transfer.  Each Stockholder shall not request that the Company
register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement.  In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like, the term "Shares" shall refer to and include the Shares as well as all
such stock dividends and distributions and any shares into which or for which
any or all of the Shares may be changed or exchanged.

     9. Termination.  Except as provided in Section 3 hereof, the covenants,
agreements and proxy shall terminate upon the termination of the Merger
Agreement in accordance with its terms.

     10. Miscellaneous.

     (a) Entire Agreement.  This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes
all other prior agreements and understandings, both written and oral, between
the parties with respect to the subject matter hereof.

     (b) Binding Agreement.  This Agreement and the obligations hereunder shall
attach to the Shares and shall be binding upon any person or entity to which
legal or beneficial ownership of such Shares shall pass, whether by operation
of law or otherwise, including, without limitation, a Stockholder's heirs,
guardians, administrators or


                                       8


   9


successors.  Notwithstanding any transfer of Shares, the transferor shall
remain liable for the performance of all obligations of the transferor under
this Agreement.

     (c) Assignment.  This Agreement shall not be assigned by operation of law
or otherwise without the prior written consent of the other parties, provided
that Parent may assign, in its sole discretion, its rights and obligations
hereunder to any direct or indirect wholly owned subsidiary of Parent, but no
such assignment shall relieve Parent of its obligations hereunder if such
assignee does not perform such obligations.

     (d) Amendments, Waivers, Etc.  This Agreement may not be amended, changed,
supplemented, waived or otherwise modified or terminated, except upon the
execution and delivery of a written agreement executed by the parties hereto.

     (e) Notices.  All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if given) by hand delivery or telecopy (with
a confirmation copy sent for next day delivery via courier service, such as
Federal Express), or by any courier service, such as Federal Express, providing
proof of delivery.  All communications hereunder shall be delivered to the
respective parties at the following addresses:


If to the
Stockholders:  c/o  Advanced Environmental Systems, Inc.
                    370 17th Street
                    Denver, Colorado  80202

Attention:          Gary Schmitt, Vice President
Telephone:          (303) 572-5009
Facsimile:          (303) 572-5001

           Copy to: Waldbaum, Corn, Koff, Berger & Cohen P.C.
                    303 East Seventeenth Avenue
                    Suite 940
                    Denver, Colorado 80203

Attention:          Douglas B. Koff
Telephone No.:      (303) 861-0601
Facsimile:          (303) 861-1166


                                       9


   10



If to Parent or
the Purchaser:      Philip Services Corp.
                    100 King Street West
                    P.O. Box 2440, LCD #1
                    Hamilton, Ontario
                    L8N 4J6

Attention:          Joy Grahek
Telephone:          (905) 540-6740
Facsimile:          (905) 540-9160

Copy to:            Skadden, Arps, Slate,
                      Meagher & Flom LLP
                    Suite 1820, North Tower
                    Box 189, Royal Bank Plaza
                    Toronto, Ontario
                    M5J 2J4
Attention:          Christopher W. Morgan
Telephone No.:      (416) 777-4700
Telecopy No.:       (416) 777-4747



or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.

     (f) Severability.  Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.

     (g) Specific Performance.  Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore in the
event of any such breach the aggrieved party shall be entitled to the remedy of
specific performance of such covenants and agreements and injunctive and other
equitable relief in addition to any


                                       10


   11


other remedy to which it may be entitled, at law or in equity.

     (h) Remedies Cumulative.  All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise of any thereof by any
party shall not preclude the simultaneous or later exercise of any other such
right, power or remedy by such party.

     (i) No Waiver.  The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by
such party of its right to exercise any such or other right, power or remedy or
to demand such compliance.

     (j) No Third Party Beneficiaries.  This Agreement is not intended to be
for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.

     (k) Governing Law.  This Agreement shall be governed and construed in
accordance with the laws of the State of New York, without giving effect to the
principles of conflicts of law thereof.

     (l) Jurisdiction.  Each party hereby irrevocably submits to the exclusive
jurisdiction of the Courts of the State of New York and the United States
District Court for the Southern District of New York in any action, suit or
proceeding arising in connection with this Agreement, and agrees that any such
action, suit or proceeding shall be brought only in such court (and waives any
objection based on forum non conveniens or any other objection to venue
therein).  Each party hereto hereby waives any right to a trial by jury in
connection with any such action, suit or proceeding.

     (m) Descriptive Headings.  The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of
or to affect the meaning or interpretation of this Agreement.

     (n) Counterparts.  This Agreement may be executed in counterparts, each of
which shall be deemed to be


                                       11


   12


an original, but all of which, taken together, shall constitute one and the
same Agreement.

     IN WITNESS WHEREOF, Parent, the Purchaser and the Stockholder have caused
this Agreement to be duly executed as of the day and year first above written.



                                       12


   13


                                       PHILIP SERVICES CORP.



                                       By:________________________________
                                           Name:
                                           Title:


                                       AES ACQUISITION CORP.



                                       By:________________________________
                                           Name:
                                           Title:



                                       __________________________________
                                            (Name of Stockholder)




                                       By:________________________________
                                           Name:
                                           Title:




                                       13


   14


                                  Schedule I




                                         Number of Shares
                                        and Company Options
Name of Stockholder                     Beneficially Owned
- -------------------                   -----------------------
                                               

                                      Shares          Options
                                      ------          -------






                                       14

EX-99.C5

   1


                                                                  EXHIBIT (C)(5)


                       SHORT FORM MERGER OPTION AGREEMENT

     AGREEMENT, dated as of  December 15, 1997 among Advanced Environmental
Systems, Inc., a New York corporation (the "Company"), AES Acquisition Corp., a
New York corporation ("Sub"), and Philip Services Corp., an Ontario corporation
("Parent").

     WHEREAS, concurrently with the execution of this Agreement, the Company,
Sub and Parent are entering into an Agreement and Plan of Merger (the "Merger
Agreement") providing for the making of a tender offer (the "Offer") to
purchase all of the issued and outstanding shares of the Company's Common
Stock, par value $.0001 per share (the "Shares") and, following the completion
of the Offer, the merger (the "Merger") of Sub and the Company in which each
Share not purchased pursuant to the Offer (other than shares as to which
appraisal rights are asserted) will be converted into the per share
consideration paid pursuant to the Offer, in accordance with the terms of the
Merger Agreement; and

     WHEREAS, the Company desires to induce Parent and Sub to enter into the
Merger Agreement and to facilitate the prompt completion of the Merger
following the purchase of Shares pursuant to the Offer,

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Grant of Option.  The Company hereby irrevocably grants to Sub an
option (the "Option") to purchase up to 1,300,000,000 newly issued Shares (the
"Optioned Shares") for a consideration per share equal to $0.0059 per Optioned
Share in cash.

     2. Exercise of the Option.  The Option may be exercised by Sub at any time
within six business days after the acceptance for payment by Sub of Shares
pursuant to the Offer in accordance with the terms of the Merger Agreement;
provided that Sub may only exercise the Option in respect of at least that
number of Optioned Shares which, when added to the number of Shares purchased
pursuant to the Offer, represents at least 90% of the outstanding Shares, after
giving effect to the issuance of the Optioned Shares.  In the event Sub wishes
to exercise the Option, Sub shall give written notice (the "Notice") to the
Company specifying the total number of Optioned Shares it will purchase
pursuant to the exercise of the Option and a place and a time not less than one
day from the date of the Notice for the closing of such purchase.

     3. Payment and Delivery of Certificates.  At any closing hereunder: (i) Sub
will make payment to the Company of the aggregate price for the Shares so
purchased by check or wire transfer in the amount of the aggregate cash
consideration to be paid for all such Shares; and (ii) the Company will deliver
to Sub a certificate or certificates representing the number of Shares so
purchased.  Sub hereby represents to the Company that it will not offer to sell,
sell or otherwise dispose of, any Shares acquired by it pursuant to this
Agreement in violation of the Securities Act of 1933, as amended (the "1933
Act").




   2



     4. Covenant.  Each of Parent and Sub agrees to consummate the Merger as
promptly as practicable following the closing of the purchase of Optioned
Shares in accordance with Section 905 of the New York Business Corporation Law.

     5. Representations and Warranties of the Company.  The Company hereby
represents and warrants to Parent and Sub as follows:

     5.1. The Company has all requisite corporate power and authority to enter
into and perform all of its obligations under this Agreement.  The execution,
delivery and performance of this Agreement and all of the transactions,
contemplated hereby have been duly authorized by all necessary corporate action
on the part of the Company.  This Agreement has been duly executed and
delivered by the Company.

     5.2. The Company has taken all necessary corporate action to authorize and
reserve for issuance up to 1,300,000,000 Shares upon exercise of the Option.

     5.3. The Shares to be issued upon due exercise, in whole or in part, of
the Option, when paid for as provided herein, will be duly authorized, validly
issued, fully paid and non-assessable.

     5.4. The execution and delivery of this Agreement do not, and the
performance of this Agreement will not, (i) conflict with any provision of the
Company's Certificate of Incorporation or By-Laws, or (ii) violate any law,
rule or regulation, or any judgment, decree or order of any court or
governmental agency or instrumentality, to which the Company or any of its
subsidiaries is subject, or (iii) conflict with, or result in a breach or
violation of, or accelerate the performance required by, or result in early
termination under, or result in any loss of benefits under, the terms of any
agreement, indenture, mortgage or other instrument to which the Company or any
of its subsidiaries is a party or to which any of its or their property is
subject, or constitute a default thereunder or any event which, with the lapse
of time or action by a third party, could result in a default thereunder or the
creation of any lien, charge or encumbrance upon any of the assets or
properties of the Company or any of its subsidiaries, except if the effect of
any of the foregoing contained in subsection (ii) or (iii) above, singly or in
the aggregate, would not be material to the business, financial condition,
results of operations or prospects of the Company and its subsidiaries,
considered as a whole.

     6. Representations and Warranties of Parent and Sub.  Each of Parent and
Sub hereby represents and warrants to the Company that (i) it has all requisite
power and authority to enter into
and perform all of its obligations under this Agreement, (ii) all of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of Parent and Sub and (iii) this Agreement has been duly
executed and delivered by Parent and Sub.


                                       2


   3



     7. Adjustment Upon Changes in Capitalization.  In the event of any change
in the Shares by reason of stock dividends, split-ups, recapitalizations,
combinations, exchanges of shares or the like, the number of Optioned Shares
and/or the purchase price per Optioned Share shall be adjusted appropriately.

     8. Termination.  This Agreement will terminate upon termination of the
Merger Agreement.

     9. Assignment.  Without the prior written consent of the Company, this
Agreement shall not be assigned by Sub except to Parent or any direct or
indirect wholly-owned subsidiary of Parent.

     10. Notices.  All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given (and shall be deemed to
have been duly received if so given) if personally delivered or sent by
registered or certified mail, postage prepaid, or telecopy addressed to the
respective parties as follows:

     If to the Company:

     Advanced Environmental Systems, Inc.
     370 Seventeenth Street
     Denver, Colorado 80202
     Attention: Gary Schmitt

     If to Parent or Sub:
     Philip Services Corp.
     100 King Street West
     P.O. Box 2440, LCD #1
     Hamilton, Ontario
     L8N 4J6
     Attention: Joy Grahek

or to such other address as any party may have furnished to the other parties
in writing in accordance herewith.

     11. Specific Performance.  The Company agrees that damages would be an
inadequate remedy for a breach of the provisions of this Agreement and that
this Agreement may be enforced by injunctive or other equitable relief.

     12. Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the
conflict of laws provisions thereof.



                                       3


   4




     13. Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.

     IN WITNESS WHEREOF, this Agreement has been executed by duly authorized
officers of each of the parties hereto all as of the date first above written.

                                ADVANCED ENVIRONMENTAL SYSTEMS, INC.


                                By: /s/ GARY L. SCHMITT
                                    -------------------------------
                                    Gary L. Schmitt
                                    Vice President

                                PHILIP SERVICES CORP.


                                By: /s/ COLIN SOULE
                                    -------------------------------
                                    Colin Soule
                                    Executive Vice President, General
                                    Counsel and Secretary

                                AES ACQUISITION CORP.


                                By: /s/ COLIN SOULE
                                    -------------------------------
                                    Colin Soule
                                    Secretary



                                       4