WITNESSETH:

                                                                       EXHIBIT 5
STATE OF SOUTH CAROLINA )
                        )     TITLE RETENTION SALES AGREEMENT
COUNTY OF CHARLESTON    )

            THIS TITLE RETENTION SALES AGREEMENT is made and entered into as of
July 1, 1996, between THE XXXXXX X. XXXXXXX RETAINED ANNUITY TRUST ("Annuity
Trust") and THE XXXXXX X. XXXXXXX FAMILY TRUST ("Family Trust").

                                  WITNESSETH:

            WHEREAS, the Annuity Trust is the owner of 8,000 shares of the
common stock of Atlas Services, Inc., a South Carolina Corporation ("Atlas");
and

            WHEREAS, the Annuity Trust has agreed to sell and the Family Trust
has agreed to purchase the said 8,000 shares upon the terms and conditions set
forth in this agreement;

            NOW THEREFORE, the parties agree as follows:

            1. The Annuity Trust hereby sells to the Family Trust and the Family
Trust hereby purchases from the Annuity Trust the 8,000 shares of common stock
of Atlas Services, Inc., for a purchase price of $590,160 dollars, $100,000 of
which has been paid in cash. The balance of the purchase price shall be
evidenced by a promissory note ("the Note") which shall be payable on or before
November 15, 1996.

            2. Until the Note has been paid in full, title to the 8,000 shares
shall remain and shall be in the name of the Annuity Trust. Upon the payment of
the Note by the Family Trust, the Annuity Trust shall assign and transfer to the
Family Trust the said 8,000 shares.

            3. The 8,000 shares of the common stock of Atlas shall mean and
include any shares of stock and other amounts issued or paid on or with respect
to the said 8,000 shares.

            4. Pending payment in full of the Note, the Annuity Trust shall
exercise all voting and other rights with respect to the said 8,000 shares for
the benefit of the Family Trust. In the event the Family Trust fails to pay the
Note in full on or before November 15, 1996, the Annuity Trust, at its option,
may declare this agreement to be void and of no effect and the ownership and all
rights with respect to the said 8,000 shares shall remain with the Annuity
Trust, or the Annuity Trust may elect to proceed to enforce its rights under the
Note. If the Annuity Trust elects to proceed to enforce its rights under the
Note, and if the Annuity Trust has not realized upon the Note by December 31,
1997, the Annuity Trust may then elect to declare this agreement to be void and
of no effect and the ownership and all rights with respect to the said 8,000
shares shall remain with the Annuity Trust.

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            5. This agreement shall be governed and enforced in accordance with
the internal Laws of the State of South Carolina.

            In witness whereof the parties have executed this agreement
effective July 1, 1996.

                                          THE XXXXXX X. XXXXXXX RETAINED
                                          ANNUITY TRUST

                                          BY:
                                             Xxxxxx X. Xxxxxxx, Trustee


                                          THE XXXXXX X. XXXXXXX EXEMPT
                                          FAMILY TRUST

                                          BY:
                                             Xxxxx X. Xxxxxxx, Trustee

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