8-K

                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                             FORM 8-K

                           CURRENT REPORT

                 Pursuant to Section 13 or 15(d) of
                 the Securities Exchange Act of 1934

  Date of Report (Date of earliest event reported):  June 29, 2001

                  ENVIRONMENTAL ENERGY SERVICES, INC.
         (Exact name of registrant as specified in its charter)

   Delaware                  0-12914                 52-1507818
(State or other       (Commission File Number)    (I.R.S. Employer
jurisdiction of                                  Identification No.)
incorporation)

                      205 South Bickford
                      El Reno, Oklahoma                 73036
            (Address of principal executive offices) (Zip Code)

                          (405) 262-0800
        (Registrant's telephone number, including area code)



Item 1.     Changes in Control of Registrant.

Not Applicable.

Item 2.     Acquisition or Disposition of Assets.

On June 29, 2001, Environmental Energy Services, Inc. (the "Company")
sold WasteMasters Holdings, Inc. ("WHI"), a wholly-owned subsidiary, to
Doug Holsted for $10.  WHI was the successor in interest by merger to
WasteMasters, Inc. pursuant to an Agreement and Plan of Merger filed with
the State of Delaware on that same date pursuant to Section 251(g) of the
Delaware General Corporation Law (see Item 5 herein).  At the time of the
sale, WHI had no material assets, and had substantial judgments, accounts
payable and pending lawsuits against it, including 15 judgments totaling
approximately $2 million, and at least four lawsuits which the Company
anticipates will result in substantial judgments against the Company.  In
addition, WHI had millions of dollars of delinquent accounts payable and
accrued liabilities resulting from past business activities which had
been unsuccessful.  As of March 31, 2001, WHI had current liabilities of
$16,734,043, and negative shareholder's equity of $12,151,071 prior to
the writedown of the Company's investment in Lisbon Landfill, Inc.  As
previously announced, the Company decided not to contest a foreclosure
action against Lisbon Landfill, Inc. in the second quarter, and therefore
had previously planned to write-off its entire investment in that
subsidiary in the second quarter.  After including the write-off of the
Company's interest in Lisbon Landfill, Inc., the Company anticipates that
it will record an extraordinary gain in the second quarter in the amount
of approximately $14 to $15 million, representing the difference between
the liabilities and assets of WHI on the date of its transfer, since the
Company will no longer be required to consolidate the accounts of WHI in
its consolidated financial statements as of the date of the transfer.

The transfer of WHI may cause the Company to lose substantial net
operating loss carryforwards resulting from its past unsuccessful
business activities.  However, the Company found that its balance sheet
and extensive litigation prevented it from attracting capital and making
acquisitions.  Therefore, it was unlikely that the Company would ever be
able to start or acquire profitable operations that could utilize the net
operating losses unless its liability and litigation problems could be
resolved.  Based on those considerations, the Company determined that it
was in the best interests of its shareholders to clean up its balance
sheet to enable the Company to start or acquire profitable operations
without regard to the effect such actions might have on its ability to
utilize its net operating losses.

Following the transfer of WHI, the Company plans to acquire the 49% of
Ace Waste Services, Inc. that it does not own.  Ace Waste operates a
waste hauling operation in the Philadelphia metro area, including
Southern New Jersey and Delaware.  In addition, the Company plans to
continue the development of its coal fine operations through its
subsidiary Appalachia Environmental Recovery, Inc.

Item 3.     Bankruptcy or Receivership.

Not Applicable.

Item 4.     Changes in Registrant's Certifying Accountant.

Not Applicable.

Item 5.     Other Events.

On June 29, 2001, pursuant to an Agreement and Plan of Reorganization,
WasteMasters, Inc. ("WMI") merged with and into WasteMasters Holdings,
Inc., a Delaware corporation ("WHI"), which was the survivor in the
merger.  Under the merger, shares of WMI capital stock are entitled to
receive an equivalent number of shares of capital stock Environmental
Energy Services, Inc. ("EES" or the "Company"), which shares have the
same rights, privileges and preferences as the shares of capital stock of
WMI exchanged therefore.  Prior to the reorganization, EES was a wholly-
owned subsidiary of WMI, and WHI was a wholly-owned subsidiary of EES.
The reorganization was effected for the purpose of reorganizing the
Company as a holding company, under which EES is now the parent company
with the exact same shareholder base that WMI had prior to the
reorganization.  All of the former assets, liabilities and operations of
WMI are now held by WHI by virtue of its position as the successor in
interest to WMI in the reorganization.  The merger was effected without
shareholder approval of either the Company or WMI Delaware pursuant to
Section 251(g) of the General Corporation Law of the State of Delaware.

Prior to the reorganization, WMI was authorized to issue 500,000,000
shares of capital stock, consisting of 495,000,000 shares of common
stock, par value $0.001 per share, and 5,000,000 shares of preferred
stock, par value $0.001 per share, all of which was outstanding in the
form of WMI's Series A Preferred Stock.  Prior to the reorganization, EES
was authorized to issue 500,000,000 shares of capital stock, consisting
of 495,000,000 shares of common stock, par value $0.001 per share, and
5,000,000 shares of preferred stock, par value $0.001 per share.  The
common stock and Series A Preferred Stock of EES has identical rights,
terms and privileges as the common stock and Series A Preferred Stock of
WMI.

Pursuant to the reorganization:

- -- each share of common stock of WMI became entitled to receive one share
of common stock of EES;

- -- each share of Series A Preferred Stock of WMI became entitled to
receive one share of Series A Preferred Stock of the EES;

- -- each option, warrant or other instrument convertible or exchangeable
into shares of common stock or preferred stock of WMI automatically
became convertible into an  equivalent number shares of common stock or
preferred stock of EES.

The effective date of the reorganization was June 29, 2001.  All of the
outstanding certificates of WMI representing shares of stock of WMI shall
be deemed for all purposes to evidence ownership of and to represent the
shares of EES, as the case may be, into which the shares of stock of WMI
represented by such certificates have been converted as herein provided
and shall be so registered on the books and records of EES and its
transfer agent. The registered owner of any such outstanding certificate
shall, until such certificate shall have been surrendered for transfer or
otherwise accounted for to EES or its transfer agent, have and be
entitled to exercise any voting and other rights with respect to, and to
receive any dividends and other distributions upon, the shares of stock
of EES, as the case may be, evidenced by such outstanding certificate.

Immediately following the reorganization, EES purchased certain assets
from WMI for the assumption of certain indebtedness of WMI and the
issuance of a promissory note to WMI in the original principle amount of
$67,061.  Among the assets transferred were WMI's 51% interest in Ace
Waste Services, Inc.  The promissory note represents the parties'
estimate of the amount by which the fair value of the assets transferred
exceeded the liabilities assumed.  The liabilities assumed included notes
payable in the original principle amount of $1,021,000, plus significant
accrued interest and attorney's fees thereon, and accounts payable in the
amount of $171,000.  The total indebtedness assumed is about $1,342,500.
In addition, EES agreed to pay WMI additional amounts to the extent the
transaction is ever challenged in a court of law by a creditor or
shareholder, and the court holds that the fair value of the assets
transferred exceeded the consideration paid therefor.  In determining the
fair value of the assets transferred, the parties considered the
historical cost for the asset, the value placed on the asset by the
companies' independent public auditors in their recently completed audit,
legal circumstances and disputes concerning certain assets, and the
nature of any market for the assets.

Prior to the reorganization, the Company's common stock traded on the OTC
Bulletin Board under the symbol "WAST."  The Company has applied for a
new cusip number for its common stock, and a new trading symbol, but has
not received either at this time.

Item 6.     Resignations of Registrant's Directors.

Not Applicable.

Item 7.     Financial Statements, Pro Forma Financial Information and
Exhibits.

(a)     Financial Statements of Businesses Acquired:  None.

(b)     Pro Forma Financial Information:  None.

(c)     Exhibits:

Regulation
  S-B No.            Description

2.1       Agreement and Plan of Reorganization filed with the State of
          Delaware June 29, 2001

3.1       Certificate of Incorporation of Environmental Energy
          Services, Inc., a Delaware corporation, filed June 29, 2001

3.3       Bylaws of Environmental Energy Services, Inc.

10.1      Transfer and Assignment between Environmental Energy
          Services, Inc. and WasteMasters Holdings, Inc. dated June 29,
          2001

10.2      Transfer and Assignment among Environmental Energy Services,
          Inc., WasteMasters Holdings, Inc. and Doug Holsted dated June
          29, 2001

Item 8.     Change in Fiscal Year.

Not Applicable.

Item 9.     Sales of Equity Securities Pursuant to Regulation S

Not Applicable.

                                 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    ENVIRONMENTAL ENERGY SERVICES, INC.

Date: July 6, 2001                  By: /s/ A. Leon Blaser
                                    A. Leon Blaser,
                                    Chief Executive Officer

EX-2

Exhibit 2.1

                        AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER dated as of June 21, 2001 (the "Merger
Agreement"), between WasteMasters, Inc., a Delaware corporation ("WMI"),
Environmental Energy Services, Inc., a Delaware corporation ("EEI"), and
WasteMasters Holdings, Inc., a Delaware corporation ("WHI ").

     WHEREAS, on the date hereof, WMI has authority to issue (a)
295,000,000 shares of common stock, par value $0.001 per share (the "WMI
Common Stock"), of which 160,641,631 shares are issued and outstanding,
and (b) 5,000,000 shares of Preferred Stock, par value $0.001 per share
(the "WMI Preferred Stock," and with the WMI Common Stock, the "WMI
Capital Stock"), of which all 5,000,000 shares are issued and
outstanding;

     WHEREAS, on the date hereof, EEI has authority to issue (a)
495,000,000 shares of common stock, par value $0.001 per share (the "EEI
Common Stock"), of which 1,000 shares are issued and outstanding, and (b)
5,000,000 shares of Preferred Stock, par value $0.001 per share (the "EEI
Preferred Stock," and with the EEI Common Stock, the "EEI Capital
Stock"), of which no shares are issued and outstanding;

     WHEREAS, on the date hereof, WHI has authority to issue (a)
295,000,000 shares of common stock, par value $0.001 per share (the "WHI
Common Stock"), of which 1,000,000 shares are issued and outstanding, and
(b) 5,000,000 shares of Preferred Stock, par value $0.001 per share (the
"WHI Preferred Stock," and with the WHI Common Stock, the "WHI Capital
Stock"), of which no shares are issued and outstanding;

     WHEREAS, the respective Boards of Directors of WMI, EEI and WHI have
determined that it is advisable and in the best interests of each of such
corporations that they reorganize into a holding company structure
pursuant to Section 251(g) of the General Corporation Law of the State of
Delaware (the "DGCL"), under which EEI would survive as the holding
company, by the merger of WMI with and into WHI , and with each holder of
WMI Capital Stock receiving one share of EEI Capital Stock in exchange
for such share of WMI Capital Stock;

     WHEREAS, under the respective certificates of incorporation of WMI
and EEI, the EEI Capital Stock has the same designations, rights and
powers and preferences, and the qualifications, limitations and
restrictions thereof, as the WMI Capital Stock which will be exchanged
therefor pursuant to the holding company reorganization;

     WHEREAS, the certificate of incorporation and bylaws of EEI, as the
holding company, immediately following the merger will contain provisions
identical to the certificate of incorporation and bylaws of WMI
immediately prior to the merger, other than differences permitted by
Section 251(g)(4) of the DGCL;

     WHEREAS, the certificate of incorporation of WHI is identical to the
certificate of incorporation of WMI immediately prior to the merger,
other than differences permitted by Section 251(g)(7) of the DGCL, and is
being amended in the manner required by Section 251(g)(7) pursuant to
this Merger Agreement;

     WHEREAS, the Boards of Directors of WMI, EEI and WHI have approved
this Merger Agreement, shareholder approval not being required pursuant
to Section 251(g) of the DGCL;

     WHEREAS, the parties hereto intend that the reorganization
contemplated by this Merger Agreement shall constitute a tax-free
reorganization pursuant to Section 368(a)(1) of the Internal Revenue
Code;

     NOW, THEREFORE, in consideration of the mutual agreements and
covenants herein contained, WMI, EEI and WHI hereby agree as follows:

     1.     Merger. WMI shall be merged with and into WHI (the "Merger"),
and WHI shall be the surviving corporation (hereinafter sometimes
referred to as the "Surviving Corporation"). The Merger shall become
effective upon the date and time of filing a certified copy of this
Merger Agreement with the Secretary of State of the State of Delaware in
accordance with the DGCL (the "Effective Time").

     2.     Certificate of Incorporation of the Surviving Corporation.
At the Effective Time, the Certificate of Incorporation of WHI, as
amended and in effect immediately prior to the Effective Time, shall be
amended as set forth below and as so amended shall thereafter continue in
full force and effect as the Certificate of Incorporation of the
Surviving Corporation until further amended as provided therein and under
the DGCL.

                  (a)   Article FOURTH shall be amended to read in its
     entirety as follows:

                 "FOURTH.  The aggregate number of shares which the
     Corporation shall have the authority to issue is One Thousand
     (1,000) shares of Common Stock, par value $.10 per share."

                  (b)   Article TWELFTH shall be added and will read as
     follows:

                 "TWELFTH.  Any act or transaction by or involving the
     Corporation that requires for its adoption under the Delaware
     General Corporation Law or under this Certificate of Incorporation
     the approval of the Corporation's stockholders shall, pursuant to
     Section 251(g) of the Delaware General Corporation Law, require, in
     addition, the approval of the stockholders of the Corporation's
     holding company, Environmental Energy Services, Inc., or any
     successor by merger, by the same vote as is required by the Delaware
     General Corporation Law and/or by the Certificate of Incorporation
     of the Corporation."

     3.     Succession. At the Effective Time, the separate corporate
existence of WMI shall cease, and WHI shall succeed to all of the assets
and property (whether real, personal or mixed), rights, privileges,
franchises, immunities and powers of WMI, and WHI shall assume and be
subject to all of the duties, liabilities, obligations and restrictions
of every kind and description of WMI, including, without limitation, all
outstanding indebtedness of WMI, all in the manner and as more fully set
forth in Section 259 of the DGCL.

     4.     Directors. The directors of WMI immediately prior to the
Effective Time shall be the directors of the Surviving Corporation and
EEI at and after the Effective Time to serve until the expiration of
their respective terms and until their successors are duly elected and
qualified.

     5.     Officers. The officers of WMI immediately preceding the
Effective Time shall be the officers of the Surviving Corporation and EEI
at and after the Effective Time until their successors are duly elected
and qualified.

     6.    Conversion of Securities. At the Effective Time, by virtue of
the Merger and without any action on the part of the holder thereof:

     (a)  each share of WMI Common Stock issued and outstanding
immediately prior to the Effective Time shall be changed and converted
into and shall be one fully paid and nonassessable share of EEI Common
Stock;

     (b)  each share of WMI Preferred Stock issued and outstanding
immediately prior to the Effective Time shall be changed and converted
into and shall be one fully paid and nonassessable share of EEI Preferred
Stock;

     (c)  each share of WMI Capital Stock held in the treasury of WMI
immediately prior to the Effective Time shall be cancelled and retired;

     (d)  each option, warrant, purchase right, unit or other security of
WMI convertible into shares of WMI Capital Stock shall become convertible
into the same number of shares of EEI Capital Stock as such security
would have received if the security had been converted into shares of WMI
Capital Stock immediately prior to the Effective Time, and EEI shall
reserve for purposes of the exercise of such options, warrants, purchase
rights, units or other securities an equal number of shares of EEI
Capital Stock as WMI had reserved; and

     (e)  each share of EEI Capital Stock issued and outstanding in the
name of WMI immediately prior to the Effective Time shall be cancelled
and retired and resume the status of authorized and unissued shares of
EEI Capital Stock.

     7.    Other Agreements.   At the Effective Time, EEI shall assume
any obligation of WMI to deliver or make available shares of WMI Common
Stock under any agreement or employee benefit plan not referred to in
Paragraph 6 herein to which WMI is a party.  Any reference to WMI Common
Stock under any such agreement or employee benefit plan shall be deemed
to be a reference to EEI Common Stock and one share of EEI Common Stock
shall be issuable in lieu of each share of WMI Common Stock required to
be issued by any such agreement or employee benefit plan, subject to
subsequent adjustment as provided in any such agreement or employee
benefit plan.

     8.     Further Assurances. From time to time, as and when required
by the Surviving Corporation or by its successors or assigns, there shall
be executed and delivered on behalf of WMI such deeds and other
instruments, and there shall be taken or caused to be taken by it all
such further and other action, as shall be appropriate, advisable or
necessary in order to vest, perfect or conform, of record or otherwise,
in the Surviving Corporation, the title to and possession of all
property, interests, assets, rights, privileges, immunities, powers,
franchises and authority of WMI, and otherwise to carry out the purposes
of this Merger Agreement, and the officers and directors of the Surviving
Corporation are fully authorized, in the name and on behalf of WMI or
otherwise, to take any and all such action and to execute and deliver any
and all such deeds and other instruments.

     9.    Certificates. At and after the Effective Time, all of the
outstanding certificates which immediately prior thereto represented
shares of WMI Capital Stock shall be deemed for all purposes to evidence
ownership of and to represent the shares of EEI Capital Stock, as the
case may be, into which the shares of WMI Capital Stock represented by
such certificates have been converted as herein provided and shall be so
registered on the books and records of EEI and its transfer agent. The
registered owner of any such outstanding certificate shall, until such
certificate shall have been surrendered for transfer or otherwise
accounted for to EEI or its transfer agent, have and be entitled to
exercise any voting and other rights with respect to, and to receive any
dividends and other distributions upon, the shares of EEI Capital Stock,
as the case may be, evidenced by such outstanding certificate, as above
provided.

     10.    Amendment. The parties hereto, by mutual consent of their
respective boards of directors, may amend, modify or supplement this
Merger Agreement prior to the Effective Time.

     11.    Compliance with Section 251(g) of the DGCL.  Prior to the
Effective Time, the parties hereto will take all steps necessary to
comply with Section 251(g) of the DGCL, including without limitation, the
following:

     (a)  Certificate of Incorporation and By-Laws of EEI.  At the
Effective Time, the Certificate of Incorporation and By-Laws of EEI shall
be in the form of the Certificate of Incorporation and By-Laws of WMI, as
in effect immediately prior to the Effective Time.

     (b)  Directors and Officers of EEI.  At the Effective Time, the
directors and officers of WMI immediately prior to the Effective Time
shall be the directors and officers of EEI, in the case of directors,
until their successors are elected and qualified and, in the case of
officers, to serve at the pleasure of the Board of Directors of EEI.

     (c)   Filings.  Prior to the Effective Time, the Surviving
Corporation shall cause a certified copy of this Agreement to be executed
and filed with the Delaware Secretary of State.  Prior to the Effective
Time, to the extent necessary to effectuate any amendments to the
certificates of incorporation of the Surviving Corporation and EEI
contemplated by this Agreement, each of the Surviving Corporation and EEI
shall cause to be filed with the Delaware Secretary of State such
certificates or documents required to give effect thereto.

     12.   Termination. This Merger Agreement may be terminated, and the
Merger and the other transactions provided for herein may be abandoned,
at any time prior to the Effective Time, whether before or after approval
of this Merger Agreement by the board of directors of WMI, EEI and WHI ,
by action of the board of directors of WMI if it determines for any
reason, in its sole judgment and discretion, that the consummation of the
Merger would be inadvisable or not in the best interests of WMI and its
stockholders.

     13.    Counterparts. This Merger Agreement may be executed in one or
more counterparts, and each such counterpart hereof shall be deemed to be
an original instrument, but all such counterparts together shall
constitute but one agreement.

     14.    Descriptive Headings. The descriptive headings 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 Merger
Agreement.

     15.    Governing Law. This Merger Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

     IN WITNESS WHEREOF, WMI, EEI and WHI have caused this Merger
Agreement to be executed and delivered as of the date first above
written.

                                       WASTEMASTERS, INC., a Delaware
                                       corporation

                                       /s/ A. Leon Blaser
                                       Name: A. Leon Blaser
                                       Title:  President


                                       WASTEMASTERS HOLDINGS, INC., a
                                       Delaware corporation

                                       /s/ A. Leon Blaser
                                       Name: A. Leon Blaser
                                       Title: President



                                       ENVIRONMENTAL ENERGY SERVICES,
                                       INC., a Delaware corporation

                                       /s/ A. Leon Blaser
                                       Name: A. Leon Blaser
                                       Title: President






                                 CERTIFICATION


STATE OF OKLAHOMA

OUNTY OF CANADIAN

     Before me, a Notary Public in and for said County, personally
appeared Greg Holsted, the Secretary of WasteMasters, Inc., on the 21ST
day of June, 2001, who certified that the foregoing Agreement and Plan of
Merger was adopted by the board of directors of WasteMasters, Inc.
pursuant to Section 251(g) of the Delaware General Corporation Law, and
that the conditions in the first sentence of Section 251(g) have been
satisfied.

     IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed
by notary seal on the day and year last aforesaid.

                                                /s/ Greg Holsted
                                                Greg Holsted


Sworn to and subscribed before me
the 21 day of June, 2001.

/s/ Shannon Ross

Commission Expires: 6-19-04

EX-3

Exhibit 3.1

                         CERTIFICATE OF INCORPORATION
                                     OF
                      ENVIRONMENTAL ENERGY SERVICES, INC.

     The undersigned, for the purposes of forming a corporation under the
laws of the State of Delaware, do make, file and record this Certificate,
and do certify that:

     FIRST:     The name of this corporation is ENVIRONMENTAL ENERGY
SERVICES, INC.

     SECOND:     Its Registered Office in the State of Delaware is to be
located at 9 East Loockerman Street, in the City of Dover, County of
Kent, 19901.  The Registered Agent in charge thereof is National
Registered Agents, Inc.

     THIRD:     The purpose of the corporation is to engage in any lawful
act or activity for which a corporation may be organized under the
General Corporation Law of Delaware.

     FOURTH:

     (A) The total number of shares that the Corporation is authorized to
issue is 500,000,000 shares, each with a par value of $0.001 per share,
of which 495,000,000 shares shall be Common Stock and 5,000,000 shares
shall be Preferred Stock.

      (B) The designations and the powers, preferences and rights and
qualifications, limitations or restrictions thereof, of the Preferred
Stock shall be as follows:

      (1)  The Board of Directors is expressly authorized at any time,
and from time to time, to provide for the issuance of shares of Preferred
Stock in one or more series, with such voting powers, full or limited but
not to exceed one vote per share, or without voting powers, and with such
designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the resolution or resolutions
providing for the issue thereof adopted by the Board of Directors, and as
are not stated in and expressed in this Certificate of Incorporation, or
any amendment thereto, including (but without limiting the generality of
the foregoing) the following:

      (a)  the designation of and the number of shares constituting such
series, and the par value thereof;

      (b)  the dividend rate of such series, the conditions and dates
upon which such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any other
call or classes of any other series of capital stock, and whether such
dividends shall be cumulative or non-cumulative;

      (c)  whether the shares of such series shall be subject to
redemption by the Corporation, and, if made subject to such redemption,
the times, prices and other terms and conditions of such redemption;

      (d)  the terms and the amount of any sinking fund provided for the
purchase or redemption of the shares of such series;

      (e)  whether or not the shares of such series shall be convertible
into or exchangeable for shares of any other class or classes or of any
other series of any class or classes of capital stock of the Corporation,
and, if provisions be made for conversion or exchange, the times, prices,
rates, adjustments, and other terms and conditions of such conversion or
exchange;

      (f)  the extent, if any, to which the holders of the shares shall
be entitled to vote as a class or otherwise with respect to the selection
of the directors or otherwise;

      (g)  the restrictions, if any, on the issue or reissue of any
additional Preferred Stock;

      (h)  the rights of the holders of such shares of such series upon
the dissolution of, or upon the distribution of the assets of, the
Corporation.

      (2)  Except as otherwise required by law and except for such voting
powers with respect to the election of directors or other matters as may
be stated in the resolution of the Board of Directors creating any series
of Preferred Stock, the holders of any such series shall have no voting
power whatsoever.

      (C)      The Corporation designates five million (5,000,000) shares
of its Preferred Stock as Series A Preferred Stock (the "Series A
Preferred"), par value $0.001 per share, with the following preferences
and relative, participating, optional or other rights, qualifications,
limitations and restrictions:

      (1)     Dividends.  Holders of Series A Preferred shall be entitled
to receive the same dividends per Share as and when declared and paid as
the Corporation's Common Stock.

      (2)     Rights and Liquidation, Dissolution or Winding Up.  In the
event of any voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation available for
distribution to its shareholders, whether from capital, surplus or
earnings, shall be distributed in the following order of priority:

      (a)     First, to the holders of Series A Preferred, prior to and
in preference to any distribution to the holders of Common Stock or any
other class or series of capital stock of the Corporation, and in lieu of
any other payment, an amount equal to $1.25 per share of Series A
Preferred then outstanding plus any dividends accrued and unpaid through
the liquidation date (the "Preferred A Liquidation Preference").

      (b)     After distribution of the Preferred A Liquidation
Preference to holders of Series A Preferred, the remaining assets of the
Corporation available for distribution, if any, to the shareholders of
the Corporation shall be distributed to the holders of shares of other
classes of capital stock of the Corporation, as their rights may appear.

      (3)     Voting. In addition to the rights specified in Sections
3(b) and 3(c) below and any other rights provided in the Corporation's
Bylaws, each Preferred A Share shall entitle the holder thereof to a
number of votes on any matters as to which holders of Common Stock are
entitled to vote equal to one vote for each share of Preferred A Stock.
Holders of Series A Shares shall vote in the same manner and with the
same effect as, and as a class with, the holders of Common Stock and any
other class or series of capital stock of the Corporation that votes as a
class with the Common Stock.

      (a)     Except as hereinafter provided in these Articles or in
Section 3(c) below, the Corporation shall not, without the affirmative
consent or approval of the holders of Series A Preferred representing at
least 67% of the total number of Series A Preferred then outstanding,
acting separately as one class, given either by written consent in lieu
of a meeting or by vote at a meeting called for such purpose:

      (i)     create or issue any class or series of capital stock (A)
ranking, either as to payment of dividends, distribution of assets or
redemptions, prior to the Series A Preferred, or (B) which in any manner
adversely affects the holders of Series A Preferred; or

      (ii)     alter or change the designations, powers, preferences or
rights, or the qualifications, limitations, or restrictions of the Series
A Preferred.

      (b)     The Corporation may, with the affirmative consent or
approval of holders of 67% or more of Series A Preferred outstanding,
take any of the actions described in Section 3(a) above.

      (4)     Conversion.  The holder of outstanding shares of Series A
Preferred shall have the right at any time, or from time to time, at its
option to convert all or a portion of such shares into shares of the
Corporation's Common Stock on and subject to the terms and conditions
hereinafter set forth.

      (a)     Subject to the provisions for adjustment hereinafter set
forth, each share of Series A Preferred shall initially be convertible
into five and one/tenth (5.1) fully paid and non-assessable shares of
Common Stock.  The ratio of the number of sharings of Common Stock into
which one share of Series A Preferred may be converted shall be referred
to as the "Exchange Ratio", and the initial Exchange Ratio shall be five
and one/tenth (5.1) to one (1).

      (b)     In order to exercise such conversion privilege, the holder
of any shares of Series A Preferred to be converted shall present and
surrender the certificate representing such shares during usual business
hours at the principal office of the Corporation and shall deliver a
written notice of the election of the holder to convert the shares of
Series A Preferred represented by such certificate or any portion thereof
specified in such notice.  Such notice shall also state the name or names
(with address and federal tax identification number) in which the
certificate or certificates for shares of such Common Stock shall be
issued upon such conversion.  If so required by the Corporation, any
certificate for shares of Series A Preferred surrendered for conversion
shall be accompanied by instruments of transfer, in form satisfactory to
the Corporation, duly executed by the holder of such shares or his duly
authorized representative.  Each conversion of shares of Series A
Preferred shall be deemed to have effected on the date (the "Conversion
Date") on which the certificate or certificates representing such shares
shall have been surrendered and such notice of any required instruments
of transfer received as aforesaid, and the person or persons in whose
name or names any certificate or certificates for shares of such Common
Stock shall be issuable on such conversion shall be deemed to have
become, immediately prior to the close of business on the Conversion
Date, the holder or holders of record of the shares of such Common Stock
represented thereby.

      (c)     As promptly as practicable after the presentation and
surrender for conversion, as herein provided, of any certificate for
shares of Series A Preferred Stock, the Corporation shall issue and
deliver to the holder thereof, a certificate or certificates for the
number of full shares of Common Stock issuable upon such conversion.  In
case any certificate for shares of Series A Preferred shall be
surrendered for conversion of a part only of the shares represented
thereby, the Corporation shall deliver to the holder thereof, a
certificate or certificates for the number of shares of Series A
Preferred represented by such surrendered certificate that are not being
converted.  The issuance of certificates for shares of Common Stock
issuable upon the conversion of shares of Series A Preferred shall be
made without charge to the converting holder for any tax imposed on the
Corporation in respect of the issue thereof.   The Corporation shall not,
however, be required to pay tax which may be payable with respect to any
transfer involved in the issue and delivery of any certificate in a name
other than that of the holder of the shares Series A Preferred being
converted, and the Corporation shall not be required to issue or deliver
any such certificate unless and until the person requesting the issue
thereof shall have paid to the Corporation the amount of such tax or has
established to the satisfaction of the Corporation that such tax has been
paid.

      (d)     Upon any conversion shares of Series A Preferred into
shares of Common Stock pursuant hereto, no adjustment with respect to
dividends shall be made; only those dividends shall be payable on shares
of Series A Preferred so converted as may be declared and be payable to
holders of record of shares of Series A Preferred on a date prior to the
Conversion Date with respect to the shares so converted; and only those
dividends shall be payable on shares of Common Stock issued upon such
conversion as may be declared and made payable to holders of record of
shares of Common Stock on or after such Conversion Date.

      (e)     In case the Corporation shall (i) pay a dividend or make a
distribution to all holders of outstanding shares of its Common Stock as
a class of shares of such Common Stock, (ii) subdivide or split the
outstanding shares of such Common Stock into a larger number of shares;
(iii) combine the outstanding shares of such Common Stock into a smaller
number of shares or (iv) reclassify the outstanding shares of such Common
Stock, the holder of each outstanding share of Series A Preferred shall
thereafter be entitled to receive upon the conversion of such share the
number of shares of such Common Stock of the Corporation which at the
date of such conversion he would have owned and been entitled to receive
had such shares of Series A Preferred been converted immediately prior to
the happening of the first of such events to occur after the initial
issue of Series A Preferred and prior to such conversion.  An adjustment
made pursuant to this paragraph (e) shall become effective immediately
after such record date in the case of dividend or distribution and
immediately after the effective date in the case of a subdivision, split,
combination or reclassification.

      (f)     All shares of Series A Preferred which shall have been
surrendered for conversion as herein provided shall no longer be deemed
to be outstanding and all rights with respect to such shares, including
the rights, if any, to receive notices and to vote, shall forthwith
cease, except only the right of the holders thereof, subject to the
provisions of paragraph (c) of this Section 4, to receive shares in
exchange therefor.

      (g)     In the event that:

      (i)     the Corporation shall take action to make any distribution
(other than cash dividends and dividends or distributions payable in
shares of its Common Stock) to the holders of its Common Stock;

      (ii)     the Corporation shall take action to offer for
subscription pro rata to the holders of its Common Stock any securities
of any kind;

      (iii)     the Corporation shall take action to accomplish any
capital reorganization, or reclassification of the capital stock of the
Corporation (other than a subdivision, or combination of its Common
Stock), or consolidation or merger to which the Corporation is a party
and for which approval of any stockholders of the Corporation is
required; or

      (iv)     the Corporation shall take action looking to a voluntary
or involuntary dissolution, liquidation or winding up of the Corporation;
then the Corporation shall (A) in case of such distribution or
subscription rights, at least 15 days prior to the date or expected date
on which the books of the Corporation shall close or a record shall be
taken for the determination of holders entitled to such distribution or
subscription rights, and (B) in the case of any such reorganization,
reclassification or consolidation, merger, dissolution, liquidation or
winding up, at least 15 days prior to the date of expected date when the
same shall take place, cause written notice thereof to be mailed to each
holder of shares of Series A Preferred at his address as shown on the
books of the Corporation.  Such notice in accordance with the foregoing
clause (A) shall also specify, in the case of any such distribution or
subscription rights, the date or expected date on which holders of Common
Stock shall be entitled thereto, and such notice in accordance with the
foregoing clause (B) shall also specify the date or expected date on
which the holders of Common Stock shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, dissolution,
liquidation or winding up, as the case may be.

      (h)     Anything herein to the contrary notwithstanding, in the
event that the Corporation shall, at any time file a registration
statement or take similar action to effect a public offering of any share
of its capital stock, the Corporation shall promptly deliver to the
holders of shares of Series A Preferred written notice of such action.
All outstanding shares of Series A Preferred shall, at the option of the
Corporation, automatically be converted (effective on the business day
immediately preceding the day the registration statement become
effective) into shares of the Corporation's Common Stock in accordance
with the terms and conditions of this Section 4; provided, however, that
the Corporation shall pay in cash to each holder of Series A Preferred on
the date of such conversion an amount equal to all dividends accumulated
and unpaid upon shares being converted through the date preceding the
date such conversion becomes effective.

      (5)     Other.  Except as expressly provided herein, Series A
Preferred shall have the same rights and privileges as shares of the
Common Stock.

     FIFTH:     No holder of any of the shares of the corporation shall,
as such holder, have any right to purchase or subscribe for any shares of
any class which the corporation may issue or sell, whether or not such
shares are exchangeable for any shares of the corporation of any other
class or classes, and whether such shares are issued out of the number of
shares authorized by the Certificate of Incorporation of the corporation
as originally filed, or by any amendment thereof, or out of shares of the
corporation acquired by it after the issue thereof; nor shall any holder
of any of the shares of the corporation, as such holder, have any right
to purchase or subscribe for any obligations which the corporation may
issue or sell that shall be convertible into, or exchangeable for, any
shares of the corporation of any class or classes, or to which shall be
attached or shall appertain to any warrant or warrants or other
instrument or instruments that shall confer upon the holder thereof the
right to subscribe for, or purchase from the corporation any shares of
any class or classes.

     SIXTH:     The name and mailing address of the incorporator are as
follows:

NAME                               MAILING ADDRESS

Robert J. Mottern, Esq.            1900 Century Place, N.E.
                                   Suite 100
                                   Atlanta, Georgia 30345

     SEVENTH:     The duration of the corporation shall be perpetual.

     EIGHTH:      In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors of the Corporation is
expressly authorized to make, alter or repeal any or all of the Bylaws of
the Corporation.

     NINTH:      Elections of directors need not be by written ballot
unless otherwise provided in the Bylaws of the Corporation.

     TENTH:      The Board of Directors shall consist of not less than
three nor more than fifteen directors.  The exact number of directors
shall be determined from time to time by resolution adopted by the
affirmative vote of a majority of the Board of Directors.  The directors
shall be divided into three classes, designated Class A, Class B and
Class C.  Each class shall consist, as nearly as may be possible, of one-
third of the total number of directors constituting the entire Board of
Directors.  The first directors serving as members of Class A shall hold
office until the annual meeting of shareholders to be held in 2000, the
first directors serving as members of Class B shall hold office until the
annual meeting of shareholders to be held in 1999, and the first
directors serving as members of Class C shall hold office until the
second meeting of shareholders to be held in 1998.  At each annual
meeting of shareholders, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term.
Directors shall serve until the expiration of their terms and until their
successors have been elected and qualified, subject to the director's
prior death, resignation, disqualification, or removal from office.  If
the number of directors is changed in accordance with the terms of this
Certificate of Incorporation, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors
in each class as nearly equal as possible.  Any vacancy on the Board of
Directors that results from a newly created directorship, and any other
vacancy occurring on the Board of Directors shall be filled by the
affirmative vote of a majority of the Board of Directors then in office,
although less than a quorum, or by a sole remaining director.  A director
of any class elected by the Board of Directors to fill a vacancy shall
hold office until the next annual meeting of shareholders.  A director of
any class elected by the shareholders to fill a vacancy shall hold office
for a term that shall coincide with the remaining term of that class.  In
no case will a decrease in the number of directors shorten the term of
any incumbent director."

     ELEVENTH:

      (A)     To the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or as may hereafter be amended, a
director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.

      (B)     The Corporation shall indemnify to the fullest extent
permitted by law any person made or threatened to be made a party to an
action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he or she, his or her testator
or in testate is or was a director or officer of the Corporation or any
predecessor of the Corporation, or serves or served at any other
enterprise as a director or officer at the request of the Corporation or
any predecessor to the Corporation.

      (C)     Neither any amendment nor repeal of this Article VII, nor
the adoption of any provision of the Corporation's Certificate of
Incorporation inconsistent with this Article VII, shall eliminate or
reduce the effect of this Article VII in respect of any matter occurring,
or any action or proceeding accruing or arising or that, but for this
Article VII, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.

     Dated on this 21st day of June 2001.



                                    /s/ Robert J. Mottern

                                    Robert J. Mottern, Incorporator



7

EX-3

Exhibit 3.2

                BYLAWS OF ENVIRONMENTAL ENERGY SERVICES, INC.

                               ARTICLE I

                            CORPORATE OFFICES

1.1   Registered Office.

     The registered office of the corporation shall be at 9 East
Loockerman Street, City of Dover, County of Kent, State of Delaware. The
Registered Agent in charge thereof is National Registered Agents, Inc.

1.2   Other Offices.

     The board of directors may at any time establish other offices at
any place or places where the corporation is qualified to do business.

                                ARTICLE II

                          MEETINGS OF STOCKHOLDERS

2.1   Place of Meetings.

     Meetings of stockholders shall be held at any place, within or
outside the State of Delaware, designated by the Board of Directors.  In
the absence of any such designation, stockholders' meetings shall be held
at the registered office of the corporation.

2.2   Annual Meeting.

     The annual meeting of stockholders shall be held each year on a date
and at a time designated by the board of directors. At the meeting,
directors shall be elected and any other proper business may be
transacted.

2.3   Special Meeting.

     A special meeting of the stockholders may be called at any time by
the board of directors, or by the chairman of the board, or by the chief
executive officer or the president or vice president of the corporation.

2.4   Notice of Stockholders' Meetings.

     All notices of meetings with stockholders shall be in writing and
shall be sent or otherwise given in accordance with Section 2.7 of these
bylaws not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting.
The notice shall specify the place, date, and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the
meeting is called.

2.5  Advance Notice of Stockholder Nominees.

     Only persons who are nominated in accordance with the procedures set
forth in this Section 2.5 shall be eligible for election as directors.
Nominations of persons for election to the board of directors of the
corporation may be made at a meeting of stockholders by or at the
direction of the board of directors or by any stockholder of the
corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Section 2.5.
Such nominations, other than those made by or at the direction of the
board of directors, shall be made pursuant to timely notice in writing to
the secretary of the corporation.

     To be timely, a stockholder's notice shall be delivered to or mailed
and received at the principal executive offices of the corporation (a) in
the case of an annual meeting, not less than sixty (60) days nor more
than ninety (90) days prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date
of the annual meeting is changed by more than thirty (30) days from such
anniversary date, notice by the stockholders to be timely must be so
received not later than the close of business on the tenth (10th) day
following the earlier of the day on which such notice of the date of the
meeting was mailed or public disclosure was made and (b) in the case of a
special meeting at which directors are to be elected, not later than the
close of business on the tenth (10th) day following the earlier of the
day on which notice of the date of the meeting was mailed or public
disclosure was made.  Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or
reelection as a director, (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
corporation which are beneficially owned by such person and (iv) any
other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including, without
limitation, such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected, and (b)
as to the stockholder giving the notice, (i) the name and address, as
they appear on the corporation's books, of such stockholder, and (ii) the
class and number of shares of the corporation which are beneficially
owned by such stockholder and also which are owned of record by such
stockholder.

     At the request of the board of directors, any person nominated by
the board of directors for election as a director shall furnish to the
secretary of the corporation that information required to be set forth in
a stockholder's notice of nomination which pertains to the nominee.  No
person shall be eligible for election as a director of the corporation
unless nominated in accordance with the procedures set forth in this
Section 2.5.  The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the bylaws, and, if he or
she should so determine, he or she shall so declare to the meeting and
the defective nomination shall be disregarded.  Notwithstanding the
foregoing provisions of this Bylaw, a stockholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder with respect to the
matters set forth in this Bylaw.

2.6  Advance Notice of Stockholder Business.

     At an annual meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the annual
meeting.  To be properly brought before an annual meeting, business must
be (a) pursuant to the corporation's notice of meeting (or any supplement
thereto), (b) by or at the direction of the board of directors or (c) by
any stockholder of the corporation who is a stockholder of record at the
time of giving of the notice provided for in this Section 2.6, who shall
be entitled to vote at such meeting and who complies with the notice
procedures set forth in this Section 2.6.

     Business to be brought before an annual meeting by a stockholder
shall not be considered properly brought if the stockholder has not given
timely notice thereof in writing to the secretary of the corporation.  To
be timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the corporation not less
than sixty (60) nor more than ninety (90) days prior to the first
anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the meeting is changed by more than
thirty (30) days from such anniversary date, notice by the stockholder to
be timely must be so received not later than the close of business on the
tenth (10th) day following the earlier of the day on which such notice of
the date of the meeting was mailed or such public disclosure was made.  A
stockholder's notice to the secretary shall set forth as to each matter
the stockholder proposes to bring before the meeting:  (i) a brief
description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (ii) the name
and address, as they appear on the corporation's books, of the
stockholder proposing such business, and the name and address of the
beneficial owner, if any, on whose behalf the proposal is made, (iii) the
class and number of shares of the corporation, which are owned by the
stockholder of record and by the beneficial owner, if any, on whose
behalf the proposal is made, (iv) any material interest of the
stockholder of record and the beneficial owner, if any, on whose behalf
the proposal is made in such business, and (v) any other information that
is required by law to be provided by the stockholder in his or her
capacity as a proponent of a stockholder proposal.

     Notwithstanding anything in these bylaws to the contrary, no
business shall be conducted at an annual meeting except in accordance
with the procedures set forth in this Section 2.6.  The chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the procedures
prescribed by the bylaws, and, if he or she should so determine, he or
she shall so declare to the meeting and the defective nomination shall be
disregarded.  Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this
Bylaw.

2.7   Manner of Giving Notice; Affidavit of Notice.

     Written notice of any meeting of stockholders, if mailed, is given
when deposited in the United States mail, postage prepaid, directed to
the stockholder at his address as it appears on the records of the
corporation.  An affidavit of the secretary or an assistant secretary or
of the transfer agent of the corporation that the notice has been given
shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.  If mailed, such notice shall be deemed to be given when
deposited in the mail, postage prepaid, directed to the stockholder at
his address as it appears on the records of the corporation.

2.8   Quorum.

     The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum is not present or
represented at any meeting of the stockholders, then either (a) the
chairman of the meeting or (b) the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present or represented. At such adjourned
meeting at which a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally
noticed.

2.9   Adjourned Meeting; Notice.

     When a meeting is adjourned to another time or place, unless these
bylaws otherwise require, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken.  At the adjourned meeting the corporation
may transact any business that might have been transacted at the original
meeting.  If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

2.10  Conduct of Business.

     The chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such
regulation of the manner of voting and the conduct of business.

2.11  Voting.

     The stockholders entitled to vote at any meeting of stockholders
shall be determined in accordance with the provisions of Section 2.14 of
these bylaws, subject to the provisions of Sections 217 and 218 of the
General Corporation Law of Delaware (relating to voting rights of
fiduciaries, pledgors and joint owners of stock and to voting trusts and
other voting agreements).

     Except as provided in the certificate of incorporation, each
stockholder shall be entitled to one vote for each share of capital stock
held by such stockholder.

2.12  Waiver of Notice.

     Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of
incorporation or these bylaws, a written waiver thereof, signed by the
person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a person at
a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders need be specified in any written waiver of
notice unless so required by the certificate of incorporation or these
bylaws.

2.13  Stockholder Action by Written Consent Without a Meeting; No
Stockholder Action by Written Consent Without a Meeting Following Initial
Public Offering.

     Unless otherwise provided in the certificate of incorporation, any
action required to be taken at any annual or special meeting of
stockholders of the corporation, or any action that may be taken at any
annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice, and without a vote if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.

     Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.  If the action which is
consented to is such as would have required the filing of a certificate
under any section of the General Corporation Law of Delaware if such
action had been voted on by stockholders at a meeting thereof, then the
certificate filed under such section shall state, in lieu of any
statement required by such section concerning any vote of stockholders,
that written notice and written consent have been given as provided in
Section 228 of the General Corporation Law of Delaware.

2.14  Record Date for Stockholder Notice; Voting; Giving Consents.

     In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to express consent to corporate action
in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more
than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.

     If the board of directors does not so fix a record date:

     (i)  The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or,
if notice is waived, at the close of business on the day next preceding
the day on which the meeting is held.

     (ii)   The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no
prior action by the board of directors is necessary, shall be the day on
which the first written consent is expressed.

     (iii)  The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board
of directors adopts the resolution relating thereto.

     A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting.

2.15  Proxies.

     Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a
meeting may authorize another person or persons to act for him by a
written proxy, signed by the stockholder and filed with the secretary of
the corporation, but no such proxy shall be voted or acted upon after
three (3) years from its date, unless the proxy provides for a longer
period.  A proxy shall be deemed signed if the stockholder's name is
placed on the proxy (whether by manual signature, typewriting,
telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact.  The revocability of a proxy that states
on its face that it is irrevocable shall be governed by the provisions of
Section 212(c) of the General Corporation Law of Delaware.

                                 ARTICLE III

                                 DIRECTORS

3.1   Powers.

     Subject to the provisions of the General Corporation Law of Delaware
and any limitations in the certificate of incorporation or these bylaws
relating to action required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the
direction of the board of directors.

3.2   Number of Directors.

     The number of directors of the corporation shall not be less than
one nor more than fifteen, the precise number to be fixed by resolution
of shareholders or of the Board of Directors from time to time. Until
changed by a proper amendment of this Section 3.2, the authorized number
of directors shall consist of four (4) persons.

     No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office
expires.

3.3   Election, Qualification and Term of Office of Directors.

     Except as provided herein, the directors shall be elected by the
vote of shareholders at each annual meeting of shareholders or special
meeting in lieu of the annual meeting. Except in case of death, written
resignation, retirement, disqualification, or removal, each director
shall serve until the next succeeding annual meeting and thereafter until
his successor is elected and qualifies or until the number of directors
is decreased.

     Newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the board of directors
resulting from death, resignation, retirement, disqualification, removal
from office or other cause may be filled only by a majority vote of the
directors then in office even though less than a quorum, or by a sole
remaining director. In the event of any increase or decrease in the
authorized number of directors, each director then serving as such shall
nevertheless continue as a director until the expiration of his or her
current term or his or her prior death, retirement, removal or
resignation.  In the event of a vacancy in the board of directors, the
remaining directors, except as otherwise provided by law, may exercise
the powers of the full board of directors until the vacancy is filled.
Notwithstanding the foregoing, each director shall serve until his or her
successor is duly elected and qualified or until his or her death,
resignation or removal.  No decrease in the number of directors
constituting the board of directors shall shorten the term of any
incumbent director.

     Elections of directors need not be by written ballot.

     There shall be no right with respect to shares of stock of the
corporation to cumulate votes in the election of directors.

3.4   Place of Meetings; Meetings by Telephone.

     The board of directors of the corporation may hold meetings, both
regular and special, either within or outside the State of Delaware.

     Unless otherwise restricted by the certificate of incorporation or
these bylaws, members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the
board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

3.5    Regular Meetings.

     Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be
determined by the board.

3.6   Special Meetings; Notice.

     Special meetings of the board for any purpose or purposes may be
called at any time by the chairman of the board, the president, any vice
president, the secretary or any two (2) directors.

     Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first class mail
or telegram, charges prepaid, addressed to each director at that
director's address as it is shown on the records of the corporation.  If
the notice is mailed, it shall be deposited in the United States mail at
lest four (4) days before the time of the holding of the meeting.  If the
notice is delivered personally or by telephone or by telegram, it shall
be delivered personally or by telephone or to the telegraph company at
least forty-eight (48) hours before the time of the holding of the
meeting.  Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the
director who the person giving the notice has reason to believe will
promptly communicate it to the director.  The notice need not specify the
purpose or the place of the meeting, if the meeting is to be held at the
principal executive office of the corporation.  Notice of any adjourned
or recessed meeting of the directors need not be given except at the
meeting that is recessed or adjourned.

3.7   Quorum.

     At all meetings of the board of directors, either (1) a majority of
the number of directors or (2) the Executive Chairman and one director
shall constitute a quorum for the transaction of business, and the act of
a majority of the directors present at any meeting at which there is a
quorum shall be the act of the board of directors, except as may be
otherwise specifically provided by statute or by the certificate of
incorporation.  If a quorum is not present at any meeting of the board of
directors, then the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until a quorum is present.

     A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any
action taken is approved by at least a majority of the required quorum
for that meeting.

3.8   Waiver of Notice.

     Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of
incorporation or these bylaws, a written waiver thereof, signed by the
person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice.  Attendance of a person at
a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the directors, or members of a committee of directors, need be
specified in any written waiver of notice unless so required by the
certificate of incorporation or these bylaws. If a quorum is not present
at any meeting of the board of directors, then the directors present
thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum is present.

3.9   Board Action by Written Consent Without a Meeting.

     Unless otherwise restricted by the certificate of incorporation or
these bylaws, any action required or permitted to be taken at any meeting
of the board of directors, or of any committee thereof, may be taken
without a meeting if all members of the board or committee, as the case
may be, consent thereto in writing and the writing or writings are filed
with the minutes of proceedings of the board or committee.   Written
consents representing actions taken by the board or committee may be
executed by telex, telecopy or other facsimile transmission, and such
facsimile shall be valid and binding to the same extent as if it were an
original.

3.10   Fees and Compensation of Directors.

     Unless otherwise restricted by the certificate of incorporation or
these bylaws, the board of directors shall have the authority to fix the
compensation of directors.  No such compensation shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

3.11   Approval of Loans to Officers.

     The corporation may lend money to, or guarantee any obligation of,
or otherwise assist any officer or other employee of the corporation or
of its subsidiary, including any officer or employee who is a director of
the corporation or its subsidiary, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected
to benefit the corporation. The loan, guaranty or other assistance may be
with or without interest and may be unsecured, or secured in such manner
as the board of directors shall approve, including, without limitation, a
pledge of shares of stock of the corporation. Nothing in this section
contained shall be deemed to deny, limit or restrict the powers of
guaranty or warranty of the corporation at common law or under any
statute.

3.12  Removal of Directors.

     The holders of a majority of the shares then entitled to vote at an
election of directors may remove, only with cause, a director or
directors of the corporation.

     No reduction in the authorized number of directors shall have the
effect of removing any director prior to the expiration of such
director's term of office.

3.13  Chairman of the Board of Directors.

     The corporation may also have, at the discretion of the board of
directors, a chairman of the board of directors who shall not be
considered an officer of the corporation.

                               ARTICLE IV

                               COMMITTEES

4.1   Committees of Directors.

     The board of directors may, by resolution passed by a majority of
the whole board, designate one or more committees, with each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at
the meeting in the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the board of
directors or in the bylaws of the corporation, shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers that
may require it; but no such committee shall have the power or authority
to (i) amend the certificate of incorporation (except that a committee
may, to the extent authorized in the resolution or resolutions providing
for the issuance of shares of stock adopted by the board of directors as
provided in Section 151(a) of the General Corporation Law of Delaware,
fix the designations and any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such
shares for, shares of any other class or classes or any other series of
the same or any other class or classes of stock of the corporation), (ii)
adopt an agreement of merger or consolidation under Sections 251 or 252
of the General Corporation Law of Delaware, (iii) recommend to the
stockholders the sale, lease or exchange of all or substantially all of
the corporation's property and assets, (iv) recommend to the stockholders
a dissolution of the corporation or a revocation of a dissolution, or (v)
amend the bylaws of the corporation; and, unless the board resolution
establishing the committee, the bylaws or the certificate of
incorporation expressly so provide, no such committee shall have the
power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a certificate of ownership and merger pursuant to
Section 253 of the General Corporation Law of Delaware.

4.2   Committee Minutes.

     Each committee shall keep regular minutes of its meetings and report
the same to the board of directors when required.

4.3   Meetings and Action of Committees.

     Meetings and actions of committees shall be governed by, and held
and taken in accordance with, the provisions of Article III of these
bylaws, Section 3.4 (place of meetings and meetings by telephone),
Section 3.5 (regular meetings), Section 3.6 (special meetings and
notice), Section 3.7 (quorum), Section 3.8 (waiver of notice) and Section
3.10 (action without a meeting), with such changes in the context of
those bylaws as are necessary to substitute the committee and its members
for the board of directors and its members; provided, however, that the
time of regular meetings of committees may also be called by resolution
of the board of directors and that notice of special meetings of
committees shall also be given to all alternate members, who shall have
the right to attend all meetings of the committee. The board of directors
may adopt rules for the government of any committee not inconsistent with
the provisions of these bylaws.

                                 ARTICLE V

                                 OFFICERS

5.1   Officers.

     The officers of the corporation shall be a chief executive officer,
a president, a secretary, and a chief financial officer.  The corporation
may also have, at the discretion of the board of directors, one or more
vice presidents, one or more assistant secretaries, one or more assistant
treasurers, and any such other officers as may be appointed in accordance
with the provisions of Section 5.3 of these bylaws. Any number of offices
may be held by the same person.

5.2   Appointment of Officers.

     The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Sections 5.3 or 5.5 of
these bylaws, shall be chosen by the board of directors, subject to the
rights, if any, of an officer under any contract of employment.

5.3   Subordinate Officers.

     The board of directors may appoint, or empower the chief executive
officer or the president to appoint, such other officers and agents as
the business of the corporation may require, each of whom shall hold
office for such period, have such authority, and perform such duties as
are provided in these bylaws or as the board of directors may from time
to time determine.

5.4   Removal and Resignation of Officers.

     Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by
an affirmative vote of the majority of the board of directors at any
regular or special meeting of the board or, except in the case of an
officer chosen by the board of directors, by any officer upon whom such
power of removal may be conferred by the board of directors.

     Any officer may resign at any time by giving written notice to the
corporation.  Any resignation shall take effect at the date of the
receipt of that notice or at any later time specified in that notice;
and, unless otherwise specified in that notice, the acceptance of the
resignation shall not be necessary to make it effective. Any resignation
is without prejudice to the rights, if any, of the corporation under any
contract to which the officer is a party.

5.5   Vacancies in Offices.

     Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.

5.6   Chief Executive Officer.

     Subject to such supervisory powers, if any, as may be given by the
board of directors to the chairman of the board, the chief executive
officer of the corporation shall, subject to the control of the board of
directors, have general supervision, direction and control of the
business and officers of the corporation. The chief executive officer
shall preside at all meetings of the stockholders and, in the absence or
nonexistence of a chairman of the board, at all meetings of the board of
directors. The chief executive officer shall have the general powers and
duties of management usually vested in the office of chief executive
officer of a corporation and shall have such other powers and duties as
may be prescribed by the board of directors or these bylaws.

5.7  President.

     Subject to such supervisory powers, if any, as may be given by the
board of directors to the chairman of the board or the chief executive
officer, the president of the corporation shall have general supervision,
direction and control of the business and officers of the corporation.
The president shall have the general powers and duties of management
usually vested in the office of president of a corporation and shall have
such other powers and duties as may be prescribed by the board of
directors or these bylaws.

5.8  Vice Presidents.

     In the absence or disability of the chief executive officer and
president, the vice presidents, if any, in order of their rank as fixed
by the board of directors or, if not ranked, a vice president designated
by the board of directors, shall perform all the duties of the president
and when so acting shall have all the powers of, and be subject to all
the restrictions upon, the president.  The vice presidents shall have
such other powers and perform such other duties as from time to time may
be prescribed for them respectively by the board of directors, these
bylaws, the president or the chairman of the board.

5.9  Secretary.

     The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or at such other place as the board
of directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders.  The minutes shall
show the time and place of each meeting, the names of those present at
directors' meetings or committee meetings, the number of shares present
or represented at stockholders' meetings, and the proceedings thereof.

     The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the
names of all stockholders and their addresses, the number and classes of
shares held by each, the number and date of certificates evidencing such
shares, and the number and date of cancellation of every certificate
surrendered for cancellation.

     The secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the board of directors required to be
given by law or by these bylaws.  The secretary shall keep the seal of
the corporation, if one be adopted, in safe custody and shall have such
other powers and perform such other duties as may be prescribed by the
board of directors or by these bylaws.

5.10  Chief Financial Officer.

     The chief financial officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts
of the properties and business transactions of the corporation, including
accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital retained earnings, and shares.  The books of account
shall at all reasonable times be open to inspection by any director.

     The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositories as may be designated by the board of directors. The chief
financial officer shall disburse the funds of the corporation as may be
ordered by the board of directors, shall render to the president and
directors, whenever they request it, an account of all his or her
transactions as chief financial officer and of the financial condition of
the corporation, and shall have other powers and perform such other
duties as may be prescribed by the board of directors or by the bylaws.

5.11  Representation of Shares of Other Corporations.

     The chairman of the board, the chief executive officer, the
president, any vice president, the chief financial officer, the secretary
or any assistant secretary of this corporation, or any other person
authorized by the board of directors or the chief executive officer or
the president or a vice president, is authorized to vote, represent, and
exercise on behalf of this corporation all rights incident to any and all
shares of any other corporation or corporations standing in the name of
this corporation.  The authority granted herein may be exercised either
by such person directly or by any other person authorized to do so by
proxy or power of attorney duly executed by such person having the
authority.

5.12  Authority and Duties of Officers.

     In addition to the foregoing authority and duties, all officers of
the corporation shall respectively have such authority and perform such
duties in the management of the business of the corporation as may be
designated from time to time by the board of directors or the
stockholders.

                                ARTICLE VI

       INDEMNIFICATION OF DIRECTORS. OFFICERS, EMPLOYEES AND OTHER AGENTS

6.1   Indemnification of Directors and Officers.

     The corporation shall, to the maximum extent and in the manner
permitted by the General Corporation Law of Delaware, indemnify each of
its directors and officers against expenses (including attorneys' fees),
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding, arising by reason of the fact
that such person is or was an agent of the corporation. For purposes of
this Section 6.1, a "director" or "officer" of the corporation includes
any person (i) who is or was a director or officer of the corporation,
(ii) who is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture,
trust or other enterprise, or (iii) who was a director or officer of a
corporation which was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation.

6.2  Indemnification of Others.

     The corporation shall have the power, to the extent and in the
manner permitted by the General Corporation Law of Delaware, to indemnify
each of its employees and agents (other than directors and officers)
against expenses (including attorneys' fees), judgments, fines,
settlements, and other amounts actually and reasonably incurred in
connection with any proceeding, arising by reason of the fact that such
person is or was an agent of the corporation.  For purposes of this
Section 6.2, an "employee" or "agent" of the corporation (other than a
director or officer) includes any person (i) who is or was an employee or
agent of the corporation, (ii) who is or was serving at the request of
the corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was
an employee or agent of a corporation which was a predecessor corporation
of the corporation or of another enterprise at the request of such
predecessor corporation.

6.3  Payment of Expenses in Advance.

     Expenses incurred in defending any action or proceeding for which
indemnification is required pursuant to Section 6.1 or for which
indemnification is permitted pursuant to Section 6.2 following
authorization thereof by the board of directors shall be paid by the
corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of the
indemnified party to repay such amount if it shall ultimately be
determined that the indemnified party is not entitled to be indemnified
as authorized in this Article 6.

6.4  Indemnity Not Exclusive.

     The indemnification provided by this Article 6 shall not be deemed
exclusive of any other rights which those seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in an official
capacity and as to action in another capacity while holding such office,
to the extent that additional rights to indemnification are authorized in
the certificate of incorporation.

6.5  Insurance.

     The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power
to indemnify him against such liability under the provisions of the
General Corporation Law of Delaware.

6.6  Conflicts.

     No indemnification or advance shall be made under this Article 6,
except where such indemnification or advance is mandated by law or the
order, judgment or decree of any court of competent jurisdiction, in any
circumstance where it appears:

     (i)  That it would be inconsistent with a provision of the
certificate of incorporation, these bylaws, a resolution of the
stockholders or an agreement in effect at the time of the accrual of the
alleged cause of the action asserted in the proceeding in which the
expenses were incurred or other amounts were paid, which prohibits or
otherwise limited indemnification; or

     (ii) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.

                                ARTICLE VII

                            RECORDS AND REPORTS

7.1   Maintenance and Inspection of Records.

     The corporation shall, either at its principal executive office or
at such place or places as designated by the board of directors, keep a
record of its shareholders listing their names and addresses and the
number and class of shares held by each shareholder, a copy of these
bylaws as amended to date, accounting books, and other records.

     Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have
the right during the usual hours for business to inspect for any proper
purpose the corporation's stock ledger, a list of its stockholders, and
its other books and records and to make copies or extracts therefrom.  A
proper purpose shall mean a purpose reasonably related to such person's
interest as a stockholder.  In every instance where an attorney or other
agent is the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing
that authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the corporation
at its registered office in Delaware or at its principal place of
business.

7.2  Inspection by Directors.

     Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his position as a director. The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine
whether a director is entitled to the inspection sought. The Court may
summarily order the corporation to permit the director to inspect any and
all books and records, the stock ledger, and the stock list and to make
copies or extracts therefrom.  The Court may, in its discretion,
prescribe any limitations or conditions with reference to the inspection,
or award such other and further relief as the Court may deem just and
proper.

7.3  Annual Statement to Stockholders.

     The board of directors shall present at each annual meeting, and at
any special meeting of the stockholders when called for by the vote of
the stockholders, a full and clear statement of the business and
condition of the corporation.

                                ARTICLE VII

                              GENERAL MATTERS

8.1  Checks.

     From time to time, the board of directors shall determine by
resolution which person or persons may sign or endorse all checks,
drafts, other orders for payment of money, notes or other evidences of
indebtedness that are issued in the name of or payable to the
corporation, and only the persons so authorized shall sign or endorse
those instruments.

8.2  Execution of Corporate Contracts and Instruments.

     The board of directors, except as otherwise provided in these
bylaws, may authorize any officer or officers, or agent or agents, to
enter into any contract or execute any instrument in the name of and on
behalf of the corporation; such authority may be general or confined to
specific instances. Unless so authorized or ratified by the board of
directors or within the agency power of an officer, no officer, agent or
employee shall have any power or authority to bind the corporation by any
contract or engagement or to pledge its credit or to render it liable for
any purpose or for any amount.

8.3  Stock Certificates; Partly Paid Shares.

     The shares of a corporation shall be represented by certificates,
provided that the board of directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or
series of its stock shall be uncertificated shares.  Any such resolution
shall not apply to shares represented by a certificate until such
certificate is surrendered to the corporation. Notwithstanding the
adoption of such a resolution by the board of directors, every holder of
stock represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate signed by,
or in the name of the corporation by the chairman or vice-chairman of the
board of directors, or the chief executive officer or the president or
vice president, and by the chief financial officer or an assistant
treasurer, or the secretary or an assistant secretary of such corporation
representing the number of shares registered in certificate form. Any or
all of the signatures on the certificate may be a facsimile.  In case any
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate has ceased to be such
officer, transfer agent or registrar before such certificate is issued,
it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

     The corporation may issue the whole or any part of its shares as
partly paid and subject to call for the remainder of the consideration to
be paid therefor.  Upon the face or back of each stock certificate issued
to represent any such partly paid shares, upon the books and records of
the corporation in the case of uncertificated partly paid shares, the
total amount of the consideration to be paid therefor and the amount paid
thereon shall be stated. Upon the declaration of any dividend on fully
paid shares, the corporation shall declare a dividend upon partly paid
shares of the same class, but only upon the basis of the percentage of
the consideration actually paid thereon.

8.4  Special Designation on Certificates.

     If the corporation is authorized to issue more than one class of
stock or more than one series of any class, then the powers, the
designations, the preferences, and the relative, participating, optional
or other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of
the certificate that the corporation shall issue to represent such class
or series of stock; provided, however, that, except as otherwise provided
in Section 202 of the General Corporation Law of Delaware, in lieu of the
foregoing requirements there may be set forth on the face or back of the
certificate that the corporation shall issue to represent such class or
series of stock a statement that the corporation will furnish without
charge to each stockholder who so requests the powers, the designations,
the preferences, and the relative, participating, optional or other
special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or
rights.

8.5  Lost Certificates.

     Except as provided in this Section 8.5, no new certificates for
shares shall be issued to replace a previously issued certificate unless
the latter is surrendered to the corporation and canceled at the same
time.  The corporation may issue a new certificate of stock or
uncertificated shares in the place of any certificate theretofore issued
by it, alleged to have been lost, stolen or destroyed, and the
corporation may require the owner of the lost, stolen or destroyed
certificate, or his legal representative, to give the corporation a bond
sufficient to indemnify it against any claim that may be made against it
on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated
shares.

8.6  Construction; Definitions.

     Unless the context requires otherwise, the general provisions, rules
of construction, and definitions in the Delaware General Corporation Law
shall govern the construction of these bylaws. Without limiting the
generality of this provision, the singular number includes the plural,
the plural number includes the singular, and the term "person" includes
both a corporation and a natural person.

8.7  Dividends.

     The directors of the corporation, subject to any restrictions
contained in the certificate of incorporation, may declare and pay
dividends upon the shares of its capital stock pursuant to the General
Corporation Law of Delaware. Dividends may be paid in cash, in property,
or in shares of the corporation's capital stock.

     The directors of the corporation may set apart out of any of the
funds of the corporation available for dividends a reserve or reserves
for any proper purpose and may abolish any such reserve. Such purposes
shall include but not be limited to equalizing dividends, repairing or
maintaining any property of the corporation, and meeting contingencies.

8.8  Fiscal Year.

     The fiscal year of the corporation shall be fixed by resolution of
the board of directors and may be changed by the board of directors.

8.9  Seal.

     The corporation may have a corporate seal, which shall be adopted
and which may be altered by the board of directors, and may use the same
by causing it or a facsimile thereof, to be impressed or affixed or in
any other manner reproduced.

8.10  Transfer of Stock.

     Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it
shall be the duty of the corporation to issue a new certificate to the
person entitled thereto, cancel the old certificate, and record the
transaction in its books.

8.11  Stock Transfer Agreements.

     The corporation shall have power to enter into and perform any
agreement with any number of shareholders of any one or more classes of
stock of the corporation to restrict the transfer of shares of stock of
the corporation of any one or more classes owned by such stockholders in
any manner not prohibited by the General Corporation Law of Delaware.

8.12  Registered Stockholders.

     The corporation shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of shares to receive
dividends and to vote as such owner, shall be entitled to hold liable for
calls and assessments the person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of another person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

                                 ARTICLE IX

                                 AMENDMENTS

     The bylaws of the corporation may be adopted, amended or repealed by
the stockholders entitled to vote; provided, however, that the
corporation may, in its certificate of incorporation, confer the power to
adopt, amend or repeal bylaws upon the directors.  The fact that such
power has been so conferred upon the directors shall not divest the
stockholders of the power, nor limit their power to adopt, amend or
repeal bylaws.

EX-10

Exhibit 10.1

                          TRANSFER AND ASSIGNMENT

     THIS TRANSFER AND ASSIGNMENT is executed as of June 29, 2001, by and
among WasteMasters Holding, Inc., a Delaware corporation (the
"Assignor"), and Environmental Energy Services, Inc. (the "Assignee").

     WHEREAS, the Assignor owns the assets (hereinafter, the "Assets")
identified on Exhibit A attached hereto, which assets the parties agree
have an aggregate fair market value equal to $1,409,561;

     WHEREAS, the Assignee has agreed to purchase the Assets for
consideration equal to their fair market value by the assumption of the
liabilities identified on Exhibit B attached hereto in the amount of
$1,342,500, and the other consideration specified herein;

     NOW THEREFORE, for the consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by each party hereto,
Assignor and Assignee hereby agree as follows:

     1.     Transfer and Assignment.  Assignor hereby sells, transfers,
assigns, delivers and conveys to the Assignee all right, title and
interest of Assignor in and to the Assets for the Purchase Price,
including any documents, memos, accounting records, or files relating or
pertaining to the Assets.

     2.     Purchase Price.  In consideration for the purchase of the
Assets pursuant to Paragraph 1 herein, the Assignee hereby agrees to pay
the liabilities identified on Exhibit B, and to pay the Assignor $67,061
pursuant to the Promissory Note attached hereto as Exhibit C.  The
Assignee hereby agrees to indemnify and hold the Assignor harmless
against any claim or liability asserted against the Assignor from the
persons listed in Exhibit B attached hereto.

     3.     Adjustment of Purchase Price.  In the event the validity of
this transaction is ever challenged by a creditor or shareholder of the
Assignor in a court of law, and the court enters a final, nonappealable
judgment containing a finding that the total Purchase Price for the
Assets was less than the fair market value of the Assets, then the
Assignee shall immediately pay the Assignor the amount of such difference
between the total Purchase Price of the Assets and the fair market value
of the Assets as found by said court.

     4.     Release of Assignor.  In consideration for the transactions
effectuated herein, the Assignor hereby releases and discharges the
Assignee from any claim or liability which it may have against the
Assignee and its subsidiaries, and the Assignor hereby agrees to
indemnify and hold the Assignee harmless against any such claim or
liability, including attorney's fees incurred in defense of such claim or
liability, which the Assignor may have against the Assignee and its
subsidiaries. The Assignor agrees that he shall not take any act in any
capacity to cause the Assignor to assert any claim or cause of action
against the Assignee or assist any party in asserting any claim or cause
of action of the Assignor against the Assignee.

     5.     Survival of Assignment.  The provisions of this Assignment
shall survive the consummation of the transactions provided for herein.

     6.     Governing Law.  This instrument shall be construed and
enforced in accordance with and governed by the laws of the State of
Georgia.

     7.     Binding Effect.  This instrument shall bind and inure to the
benefit of the parties hereto and their respective heirs, executors,
personal representatives, successors and assigns.

     IN WITNESS WHEREOF, Assignor and Assignee have executed and sealed
this Assignment as of the day and year first above written.

                                           ENVIRONMENTAL ENERGY SERVICES,
                                           INC.:

                                           /s/ A. Leon Blaser
                                           By: A. Leon Blaser


                                           WasteMasters Holdings, Inc., a
                                           Delaware corporation

                                           /s/ A. Leon Blaser
                                           By:  A. Leon Blaser, President





                                      EXHIBIT A

                                      Asset

Advance - Startec

GECL Stock (1.2mm shares)

Startec

Startec Royalty

Investment in Ace Waste

Note receivable - Ace

Interest in Appalachian Environmental Energy, Inc.

Note receivable - Fairview



                               EXHIBIT B

Liability                                          Amount

Notes payable to Julius W. Basham                 $300,000

Notes payable to Mallard Landing, LLC             $200,000

10% Senior Secured Convertible Debentures         $375,000

Loan from Schur Partners                          $146,000

Accrued Interest, penalties and
attorney's fees on loans (est.)                   $150,000

Account payable - Turner Jones (est.)             $40,000

Account payable - Mottern, Fisher &
Goldman (est.)                                    $80,000

Advance - RJM, PC                                 $12,500

Account payable - Etskovitz (est.)                $15,000

Account payable - Harris, Finley & Bogle (est.)   $11,000

Account payable - Stutzman & Bromberg (est.)      $10,000

Account payable - Tauber & Balser, P.C.           $3,000

Total Liabilities to be Assumed:                  $1,342,500.00




                                    EXHIBIT C

                                PROMISSORY NOTE

     FOR VALUE RECEIVED, Environmental Energy Services, Inc.
(hereinafter referred to as the "Maker"), jointly and severally, promises
to pay to the order of WasteMasters Holdings, Inc.  ("Holder"), or
assigns, at 205 South Bickford, El Reno, Oklahoma 73036, or at such other
place as the Holder may from time to time designate in writing to the
Maker, in lawful money of the United States of America, the principal sum
of Sixty-Seven Thousand and Sixty-One Dollars and No Cents ($67,061) or
so much thereof as may be hereafter disbursed, together with interest
thereon from date set forth below at the rate of eight (8%) percent per
annum, simple interest, until maturity.  The interest due under this Note
shall be paid semi-annually, with all principle outstanding under this
Note being due and payable on the second anniversary of this Note.

     Interest shall accrue only on the amount of principal actually
outstanding from time to time.  The indebtedness evidenced by this Note
may be prepaid in whole or in part at any time without penalty or
premium.  Any payment of principal or interest on this Note which is not
made when due, as herein provided, shall bear interest at the same rate
specified above unless the Note is accelerated, in which case interest
shall accrue as specified in the following paragraph.

     Upon the failure of the Maker to pay, when due, any one of the
installments hereon, the Holder shall have the option and right to
declare the amount of the total unpaid principal balance hereafter due
and payable if the Maker fails to cure such default within ten (10) days
after written notice to Maker of a notice of default and intention to
accelerate sent to the Maker by certified or registered mail to the last
address of Maker known to the Holder.  Upon acceleration of the unpaid
principal balance pursuant to this Note, all amounts due under the Note
will bear interest at 12% per annum until paid in full.

     If from any circumstances whatsoever fulfillment of any provision of
this Note at the time performance of such provision shall be due shall
involve transcending the limit prescribed by any applicable usury statute
or any other applicable law, with regard to obligations of like character
and amount, then, ipso facto, the obligation to be fulfilled shall be
reduced to the limit of such validity, so that in no event shall any
exaction be possible under this Note or under any other instrument
evidencing or securing the indebtedness evidenced hereby, that is in
excess of the current limit of such validity, but such obligation shall
be fulfilled to the limit of such validity.

     Presentment for payment, demand, protest and notice of demand,
notice of dishonor and notice of nonpayment and all other notices are
hereby waived by Maker.  No failure to accelerate the debt evidenced
hereby by reason of default hereunder, acceptance of a past due
installment, or indulgences granted from time to time shall be construed
(1) as a novation of this Note or as a restatement of the indebtedness
evidenced hereby or as a waiver of such right of acceleration or of the
right of the Holder thereafter to insist upon strict compliance with the
terms of this Note, or (2) to prevent the exercise of such right of
acceleration or any other right granted hereunder or by applicable law;
and Maker hereby expressly waives the benefit of any statute or rule of
law or equity now provided, or which may hereafter be provided, which
would produce a result contrary to or in conflict with the foregoing.  No
extension of the time for the payment of this Note or any installment due
hereunder, made by agreement with any person now or hereafter liable for
the payment of this Note shall operate to release, discharge, modify,
change or affect the original liability of the Maker under this Note,
either in whole or in part, unless the Holder agrees otherwise in
writing.  This Note may not be changed orally, but only by an agreement
in writing signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.

     Maker hereby waives and renounces for itself, its heirs, successors
and assigns, all rights to the benefits of any statute of limitations,
any moratorium, reinstatement, marshaling, forbearance, valuation, stay,
extension, redemption, appraisement and exemption now provided, or which
may hereafter by provided, by the Constitution and laws of the United
States of America and of any state thereof, against the enforcement and
collection of the obligations evidenced by this Note.

     This Note shall be convertible at the office of Maker, and at such
other place or places, if any, as the Board of Directors of the Maker may
designate, into fully paid and non-assessable shares (calculated as to
each conversion to the nearest l/100th of a share) of Common Stock of the
Maker.  The number of shares of Common Stock issuable upon conversion of
this Note shall be equal to the amount of principle and interest due
under this Note divided by the Conversion Price in effect at the time of
conversion determined as hereinafter provided.  The price at which shares
of Common Stock shall be delivered upon conversion (the "Conversion
Price") shall be initially $0.10 per share of Common Stock; provided,
however, that such Conversion Price shall be subject to adjustment from
time to time in certain instances as hereinafter provided.  No payment or
adjustment shall be made in respect of dividends previously declared and
paid on the Common Stock upon conversion of this Note into shares of
Common Stock.  If the Maker elects to prepay part or all of this Note,
such right of conversion shall cease and terminate, as to the portion
designated for prepayment, at the close of business on the prepayment
date, unless the Maker defaults in the prepayment.  Further, if
conversion is designated, only the face amount of the Note herein shall
be used to calculate the number of shares issued hereunder.  No
fractional shares of Common Stock will be issued, and instead the number
of shares of Common Stock to be issued on conversion of this Note will,
to the extent necessary, be rounded up to the nearest whole number of
shares.  The Holder may only convert this Note in full, and may not less
than all of this Note.

     Before the Holder of this Note shall be entitled to convert the same
into Common Stock, the Holder shall surrender this Note to the Maker,
duly endorsed to the Maker or in blank, at the office of the Maker or at
such other place or places, if any, as the Board of Directors of the
Maker has designated, and shall give written notice to the Maker at said
office or place that it elects to convert the same and shall state in
writing therein the name or names (with addresses) in which it wishes the
certificate or certificates for Common Stock to be issued.  The Maker
will, as soon as practicable thereafter, issue and deliver at said office
or place to such Holder, or to its nominee or nominees, certificates for
the number of full shares of Common Stock to which it shall be entitled
as aforesaid.  This Note shall be deemed to have been converted as of the
close of business on the date of the surrender of the Note for conversion
as provided above, and the person or persons entitled to receive the
Common Stock issuable upon conversion shall be treated for all purposes
as the record holder or holders of such Common Stock as of the close of
business on such date.

     The Conversion Price in effect at any time shall be subject to
adjustment as follows:

     (i)  In case the Maker shall (A) declare a dividend on its Common
Stock in shares of its capital stock, (B) subdivide its outstanding
shares of Common Stock, (C) combine its outstanding shares of Common
Stock into a smaller number of shares, or (D) issue by reclassification
of its Common Stock (including any such reclassification in connection
with a consolidation or merger in which the Maker is the continuing
corporation) any shares of its capital stock, the Conversion Price in
effect at the time of the record date for such dividend or of the
effective date of such subdivision, combination or reclassification shall
be proportionately adjusted so that if this Note is surrendered for
conversion after such time, the Holder shall be entitled to receive the
kind and amount of shares of Common Stock which it would have owned or
have been entitled to receive had this Note been converted immediately
prior to such time.  Such adjustment shall be made successively whenever
any event listed above shall occur.

     (ii)  In case the Maker shall distribute to all holders of its
Common Stock (including any such distribution made in connection with a
consolidation or merger in which the Maker is the continuing corporation)
evidences of its indebtedness or assets (excluding dividends or other
distributions paid out of earned surplus), the Conversion Price shall be
adjusted so that the same shall equal the price determined by multiplying
the Conversion Price in effect immediately prior to the close of business
on the date fixed for the determination of stockholders entitled to
receive such distribution by a fraction of which the numerator shall be
the Current Market Price per share of the Common Stock on the date fixed
for such determination less the fair market value (as determined by the
Board of Directors of the Maker, whose determination shall be conclusive
and described in a Board Resolution of the Maker filed with the Transfer
Agent) of the portion of the assets or evidences of indebtedness so
distributed applicable to one share of Common Stock and the denominator
shall be such Current Market Price per share of the Common Stock on the
date fixed for such determination, such adjustment to become effective
immediately prior to the opening of business of the day following the
date fixed for the determination of stockholders entitled to receive such
distribution.

     (iii)   For the purpose of any computation under paragraph (ii)
above, the "Current Market Price" on any date shall be deemed to be the
average of the daily closing prices per share of Common Stock for 20
consecutive business days selected by the Maker commencing 35 business
days before such date.  The closing price for each day shall be the last
sale price or, in case no such sale takes place on such day, the average
of the closing bid and asked prices, in either case on the New York Stock
Exchange, or, if the Common Stock is not listed or admitted to trading on
such Exchange, on the principal national securities exchange on which the
Common Stock is listed or admitted to trading or, if it is not listed or
admitted to trading on any national securities exchange, the average of
the closing bid and asked prices as furnished by any member of the
National Association of Securities Dealers, Inc., selected from time to
time by the Maker for that purpose, or, if no member of the National
Association of Securities Dealers, Inc.  furnishes a bid or ask price for
the Common stock, the book value of the Common Stock as determined from
an unaudited balance sheet of the Maker prepared according to generally
accepted accounting principles as of a date which is 90 days preceding
the date of the conversion.

     (iv)   All calculations under this paragraph (6) shall be made to
the nearest cent or the nearest l/100th of a share, as the case may be.

     (v)   In case of any consolidation or merger of the Maker with or
into any other corporation (other than a consolidation or merger in which
the Maker is the continuing corporation), or in case of any sale or
transfer of all or substantially all of the assets of the Maker, the
Holder of this Note shall after such consolidation, merger, sale or
transfer have the right to convert this Note into the kind and amount of
shares of stock and other securities and property which such holder would
have been entitled to receive upon such consolidation, merger, sale or
transfer if he had held the Common Stock issuable upon the conversion of
this Note immediately prior to such consolidation, merger, sale or
transfer.

     (vi)   In the event that at any time, as a result of an adjustment
made pursuant to paragraph (i) above, the holder of this Note surrendered
for conversion shall become entitled to receive any securities other than
shares of Common Stock, thereafter the amount of such other securities so
receivable upon conversion of this Note shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Stock contained
in paragraphs (i) to (v), inclusive, above, and the provisions of this
paragraph (6) with respect to the Common Stock shall apply on like terms
to any such other securities.

     (vii)   No adjustment in the Conversion Price shall be required
unless such adjustment would require a change of at least l% in such
price; provided, however, that any adjustments which by reason of this
paragraph (vii) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment.

     Whenever the Conversion Price is adjustable as herein provided, the
Maker shall notify the Holder of this Note of the change in the
Conversion Price within 30 days of any such change.

     The Maker will at all times reserve, keep available and be prepared
to issue, free from any preemptive rights, out of its authorized but
unissued Common Stock, solely for the purpose of effecting conversion of
this Note, the full number of shares of Common Stock then issuable upon
the conversion of all outstanding Notes.  The Maker shall from time to
time, in accordance with the laws of the State of Georgia, endeavor to
amend its Certificate of Incorporation to increase the authorized amount
of its Common Stock if at any time the authorized amount of its Common
Stock remaining unissued shall be not sufficient to permit the conversion
of this Note and all other securities of the Maker which are convertible
into Common Stock.  The Maker shall, if any shares of Common Stock
required to be reserved for issuance upon conversion of this Note
pursuant to this paragraph (6) require registration with or approval of
any governmental authority under any Federal or state law before such
shares may be issued upon such conversion, endeavor to cause such shares
to be so registered or approved as expeditiously as possible.

     The Maker will pay any and all taxes that may be payable in respect
of the issue or delivery of shares of Common Stock on conversion of this
Note pursuant hereto.  The Maker shall not, however, be required to pay
any tax which may be payable in respect of any transfer involved in the
issue or transfer and delivery of shares of Common Stock in a name other
than that in which this Note so converted was originally issued, and no
such issue or delivery shall be made unless and until the person
requesting such issue has paid to the Maker the amount of any such tax or
has established to the satisfaction of the Maker that such tax has been
paid.

     At any time that the Current Market Price of the Common Stock
exceeds the Conversion Price, the Maker may convert this Note into shares
of Common Stock at the Conversion Price. The Maker may exercise such
right by delivering a notice of conversion to the Holder at the Holder's
last known address.  After sending such notice, the Holder shall
surrender this Note to the Maker, duly endorsed to the Maker or in blank,
at the office of the Maker or at such other place or places, if any, as
the Board of Directors of the Maker has designated, and shall give
written notice to the Maker at said office or place of the name or names
(with addresses) in which it wishes the certificate or certificates for
Common Stock to be issued.  The Maker will, as soon as practicable
thereafter, issue and deliver at said office or place to such Holder, or
to its nominee or nominees, certificates for the number of full shares of
Common Stock to which it shall be entitled as aforesaid.  This Note shall
be deemed to have been converted as of the close of business on the date
of the Maker sends a notice of conversion to the Holder, and the person
or persons entitled to receive the Common Stock issuable upon conversion
shall be treated for all purposes as the record holder or holders of such
Common Stock as of the close of business on such date.

     In the event that this Note is collected by law or through an
attorney at law, or under advice therefrom, the Maker agrees to pay all
costs of collection, including reasonable attorneys' fees.

     This Note shall be governed by the laws of the State of Georgia.

     Given under the hand and seal of the undersigned, the date and year
indicated below.

     Dated: this 29th of June, 2001.

ENVIRONMENTAL ENERGY SERVICES, INC.,

/s/ A. Leon Blaser
By: A. Leon Blaser, Chief Executive
Officer

EX-10

Exhibit 10.2

                    TRANSFER AND ASSIGNMENT

     THIS TRANSFER AND ASSIGNMENT is executed as of June 29, 2001, by and
among Environmental Energy Services, Inc., a Delaware corporation (the
"Assignor"), Douglas Holsted (the "Assignee"), and WasteMasters Holding,
Inc. ("WHI").

     WHEREAS, the Assignor has agreed to transfer all of its interest in
and claims against WHI (the "Corporation") on the terms set forth herein.

     NOW THEREFORE, for the consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by each party hereto,
Assignor and Assignee hereby agree as follows:

     1.    Transfer and Assignment.  Assignor hereby sells, transfers,
assigns, delivers and conveys to the Assignee all right, title and
interest of Assignor in and to the common stock of the Corporation for
the sum of $10.

     2.    Consulting Services of Assignee. The Assignee recognizes that
the Assignor will have an obligation to prepare audited financial
statements for the Corporation through the date of this Assignment in
order to comply with securities reporting requirements, and may have
other reasons to obtain access to documents or information relating to
the Corporation.  Therefore, Assignee hereby agrees that he will take
reasonable steps to insure that the books and records of the Corporation
are preserved, and will provide the Assignor and its auditors with
reasonable access to the books, records and personnel of the Corporation
on reasonable notice.

     3.    Indemnification of Assignee.  The Assignee expressly does not
assume any liabilities of the Assignor or the Corporation, and the
Assignor hereby agrees to indemnify and hold the Assignee harmless
against any claim or liability asserted against the Assignee by virtue of
the Assignee's execution of this Agreement, the performance of his
obligations hereunder or his purchase and ownership of the Corporation
(other than his obligations under this Agreement).

     4.    Release of Assignor.  In consideration for the transactions
effectuated herein, the Corporation hereby releases and discharges the
Assignor from any claim or liability which it may have against the
Assignor and its subsidiaries, and the Corporation hereby agrees to
indemnify and hold the Assignor harmless against any such claim or
liability, including attorney's fees incurred in defense of such claim or
liability, which the Corporation may have against the Assignor and its
subsidiaries. The Assignee agrees that he shall not take any act in any
capacity, including as a shareholder, director, officer, employee or
agent of the Corporation, to cause the Corporation to assert any claim or
cause of action against the Assignor or assist any party in asserting any
claim or cause of action of the Corporation against the Assignor.

     5.    Assignment by Assignee.  The parties acknowledge that the
Assignee may assign and convey the stock, claims and other rights
acquired herein to a corporate entity designated by the Assignee with
notice to the Assignor.  The Assignee agrees that any such assignment
shall not diminish, impair or effect in any way the Assignee's
undertakings and obligations in this Assignment.

     6.    Survival of Assignment.  The provisions of this Assignment
shall survive the consummation of the transactions provided for herein.

     7.    Governing Law.  This instrument shall be construed and
enforced in accordance with and governed by the laws of the State of
Georgia.

     8.    Binding Effect.  This instrument shall bind and inure to the
benefit of the parties hereto and their respective heirs, executors,
personal representatives, successors and assigns.

     IN WITNESS WHEREOF, Assignor and Assignee have executed and sealed
this Assignment as of the day and year first above written.

ASSIGNOR:

Environmental Energy Services, Inc., a Delaware corporation

/s/ A. Leon Blaser
By: A. Leon Blaser, Chief Executive Officer



ASSIGNEE:

/s/ Douglas Holsted
By: Douglas Holsted



WHI:

WasteMasters Holdings, Inc., a Delaware corporation

/s/ A. Leon Blaser
By:  A. Leon Blaser, President