EXHIBIT 10.18 MEMBERSHIP INTEREST PURCHASE AGREEMENT

LLC Membership Agreement

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GECKO INVESTMENTS, LLC | WCA WASTE CORPORATION | WASTE CORPORATION OF MISSOURI, INC

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Title: EXHIBIT 10.18 MEMBERSHIP INTEREST PURCHASE AGREEMENT
Governing Law: Texas Date: 3/24/2005

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EXHIBIT 10.18

*** Indicates material has been omitted pursuant to a Confidential Treatment

Request filed with the Securities and Exchange Commission. A complete copy of

this Agreement has been filed with the Securities and Exchange Commission.

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

AMONG

WCA WASTE CORPORATION,

WASTE CORPORATION OF MISSOURI, INC.,

GECKO INVESTMENTS, LLC

AND

THE SELLERS

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TABLE OF CONTENTS

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1. TRANSFER OF MEMBERSHIP INTERESTS............................................ 5

1.1 The Transfer......................................................... 5

1.2 Continuation of the Company.......................................... 5

1.3 Termination of Membership Interests; Resignations.................... 6

2. CONSIDERATION............................................................... 6

2.1 Purchase Price....................................................... 6

2.2 Payment of Purchase Price............................................ 8

2.3 The Closing.......................................................... 9

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS............... 9

3.1 Due Organization..................................................... 9

3.2 Authorization, Validity and Effect of Agreements..................... 9

3.3 Membership Interests of the Company.................................. 10

3.4 Obligations to Issue or Sell Membership Interests.................... 10

3.5 Subsidiaries......................................................... 11

3.6 Predecessor Status; etc.............................................. 11

3.7 Financial Statements................................................. 11

3.8 Liabilities and Obligations.......................................... 11

3.9 Approvals............................................................ 12

3.10 Accounts and Notes Receivable........................................ 12

3.11 Permits and Intangibles.............................................. 12

3.12 Personal Property, Options and Leases................................ 12

3.13 Customers; Contracts and Commitments................................. 13

3.14 Real Property........................................................ 14

3.15 Insurance............................................................ 14

3.16 Employment Matters................................................... 14

3.17 Parachute Provisions................................................. 15

3.18 Benefit Plans; ERISA Compliance...................................... 15

3.19 Conformity with Law.................................................. 17

3.20 Taxes................................................................ 18

3.21 Completeness......................................................... 21

3.22 Government Contracts................................................. 21

3.23 Absence of Changes................................................... 21

3.24 Deposit Accounts; Powers of Attorney................................. 22

3.25 Proprietary Rights................................................... 22

3.26 Validity of Obligations.............................................. 23

3.27 Relations with Governments........................................... 23

3.28 Conflicts of Interest................................................ 23

3.29 Environmental Matters................................................ 24

3.30 No Broker's or Finder's Fees......................................... 26

3.31 Litigation........................................................... 26

3.32 Disclosure........................................................... 26

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4. REPRESENTATIONS OF BUYER PARTIES............................................ 27

4.1 Due Organization..................................................... 27

4.2 Execution............................................................ 27

4.3 Conformity with Law.................................................. 27

4.4 No Broker's or Finder's Fees......................................... 27

4.5 Access to Information; Counsel....................................... 27

5. COVENANTS OF THE PARTIES.................................................... 28

5.1 Notices and Approvals................................................ 28

5.2 Access to Information................................................ 28

5.3 Copies of Agreements................................................. 28

5.4 Records.............................................................. 29

5.5 Taxes................................................................ 29

5.6 Compliance with Laws................................................. 29

5.7 Notice of Breach..................................................... 30

5.8 Reasonable Efforts................................................... 30

5.9 Notification......................................................... 30

5.10 Injunctions.......................................................... 30

5.11 Audit................................................................ 30

5.12 Tax Returns.......................................................... 30

5.13 Cooperation and Transition........................................... 31

5.14 Sellers' Investment Representations and Covenants.................... 31

6. NONCOMPETITION.............................................................. 34

6.1 Prohibited Activities................................................ 34

6.2 Damages.............................................................. 36

6.3 Independent Covenant................................................. 36

6.4 Materiality and Enforceability....................................... 36

7. SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES;

INDEMNIFICATION............................................................. 36

7.1 Survival of Covenants, Representations, and Warranties............... 36

7.2 Indemnification by the Sellers....................................... 37

7.3 Indemnification by the Buyer Parties................................. 37

7.4 Notice and Defense of Third Party Claims............................. 38

7.5 Payment and Interest................................................. 39

7.6 NEGLIGENCE AND STRICT LIABILITY...................................... 39

8. BUYER PARTIES' CONDITIONS TO CLOSING........................................ 40

8.1 Representations and Warranties....................................... 40

8.2 Compliance with Conditions........................................... 40

8.3 Suit or Proceeding................................................... 40

8.4 Consents and Approvals............................................... 40

8.5 Material Adverse Change.............................................. 41

8.6 Assignment and Assumption Agreement.................................. 41

8.7 Resignations; Releases............................................... 41

8.8 Permits and Licenses................................................. 41

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8.9 Clearance Certificates............................................... 41

8.10 Affidavit............................................................ 41

8.11 Satisfactory Completion of Due Diligence Investigation............... 41

9. CONDITIONS TO SELLERS' OBLIGATION TO CLOSE.................................. 42

9.1 Representations and Warranties....................................... 42

9.2 Compliance with Conditions........................................... 42

9.3 Suit or Proceeding................................................... 42

10. CLOSING DELIVERIES.......................................................... 42

10.1 Deliveries by the Sellers............................................ 42

10.2 Deliveries by the Buyer Parties...................................... 43

11. CERTAIN DEFINITIONS......................................................... 44

12. GENERAL..................................................................... 47

12.1 Costs................................................................ 47

12.2 Entire Agreement..................................................... 47

12.3 Counterparts......................................................... 48

12.4 Notices.............................................................. 48

12.5 Modification or Waiver............................................... 48

12.6 Binding Effect and Assignment........................................ 49

12.7 Governing Law; Venue................................................. 49

12.8 Section Headings..................................................... 49

12.9 Severability......................................................... 50

12.10 Drafting............................................................. 50

12.11 References........................................................... 50

12.12 Calendar Days, Weeks, Months and Quarters............................ 50

12.13 Gender; Plural and Singular.......................................... 50

12.14 Cumulative Rights.................................................... 50

12.15 No Implied Covenants................................................. 50

12.16 Indirect Action...................................................... 50

12.17 Attorneys' Fees...................................................... 51

12.18 Time of the Essence.................................................. 51

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made

effective the 11th day of January, 2005, between WCA Waste Corporation, a

Delaware corporation ("Parent"), Waste Corporation of Missouri, Inc., a Delaware

corporation and a wholly-owned subsidiary of Parent ("Buyer"), Gecko

Investments, LLC, an Ohio limited liability company (the "Company"), Andrew

Zelenkofske, Daniel J. Clark and Joseph E. LoConti (Zelenkofske, Clark and

LoConti, collectively, the "Sellers"). Parent and Buyer are sometimes referred

to herein individually as a "Buyer Party" and collectively as the "Buyer

Parties." The Company and the Sellers are sometimes referred to herein

individually as a "Seller Party" and collectively as the "Seller Parties." The

Seller Parties and the Buyer Parties are sometimes referred to herein

individually as a "Party" and collectively as the "Parties."

WHEREAS, the Company is engaged in the business of owning and operating a

municipal solid waste landfill and hauling business in Pike County, Missouri

(the "Business"); and

WHEREAS, Sellers are the owners of all the outstanding membership

interests of the Company; and

WHEREAS, Sellers wish to sell and Buyer wishes to purchase all of the

issued and outstanding membership interests of the Company, in exchange for cash

and shares of common stock, $0.01 par value per share of Parent ("Parent Common

Stock"), upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and of the mutual

agreements set forth below, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Parties hereto do

hereby agree as follows:

1. TRANSFER OF MEMBERSHIP INTERESTS

1.1 THE TRANSFER. On and subject to the terms and conditions contained

in this Agreement, Sellers will sell, transfer, assign and deliver

to Buyer, and Buyer will purchase, accept and receive from Sellers,

in exchange for the aggregate consideration set forth in Section 2

hereof, all of the Sellers' right, title and interest in and to all

of the issued and outstanding membership interests in the Company

(the "Membership Interests"), together with all of the rights,

benefits, privileges and obligations of the Sellers in the

Membership Interests.

1.2 CONTINUATION OF THE COMPANY. The Parties acknowledge that Buyer will

continue the business of the Company despite the termination of

Sellers' membership interests therein and that the Company shall not

be dissolved as a result. Sellers, in their capacity as managers and

members of the Company, hereby consent to the transfer of the

Membership Interests to Buyer pursuant to this Agreement and to

Buyer's becoming the sole member of the Company thereby.

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1.3 TERMINATION OF MEMBERSHIP INTERESTS; RESIGNATIONS. Sellers hereby

acknowledge and agree that, as a result of this transfer of the

Membership Interests to Buyer, Sellers will cease to hold any

membership interest in or be members of the Company. At the Closing,

Sellers shall resign any positions held with the Company, including

any positions as managing members, managers or officers of the

Company, effective as of the Closing Date, and further agree that

they shall not transact any further business or incur any further

obligations on behalf of the Company, or hold themselves out as

members, managing members, managers, officers, agents or

representatives of the Company, from and after the Closing Date.

2. CONSIDERATION

2.1 PURCHASE PRICE. The aggregate price (the "Purchase Price") to be

paid by the Buyer Parties to the Sellers for the Membership

Interests, which the Parties hereby agree constitutes fair value for

the Membership Interests, shall consist of the following:

(a) Closing Consideration. At Closing, or, with respect to the

Closing Stock Consideration, promptly following the Closing, the

Buyer Parties shall pay and deliver to the Sellers:

(1) cash in an amount equal to Five Million, Five Hundred

Thousand Dollars ($5,500,000), less the total amount necessary

to fully pay and satisfy all of the debt, capital lease and

similar obligations of the Company at and as of the Closing

set forth on Schedule 2.1(a) hereto (as such amounts are set

forth in pay-off letters attached to Schedule 2.1(a)) (the

"Closing Cash Consideration");

(2) Four Hundred Twenty-Eight Thousand, Forty One (428,041)

shares of Parent Common Stock ("Closing Stock Consideration"),

which the Parties agree is equal to that number of shares of

Parent Common Stock determined by dividing Four Million, One

Hundred Fifty-Two Thousand Dollars ($4,152,000) by Nine

Dollars and Seventy Cents ($9.70), the average of the closing

prices per share of Parent Common Stock for the ten

consecutive trading days ending on November 29, 2004, as

reported by the Nasdaq Stock Market; and

(3) convertible notes of Parent in the forms attached hereto

as Exhibit A in the aggregate principal amount equal to One

Million, Five Hundred Thousand Dollars ($1,500,000), issued in

the names of the persons listed on Schedule 2.2(d) hereto, in

the amounts set forth on such schedule;

(b) Stock Holdback. In addition to the amounts set forth in Section

2.1(a) above, the Buyer Parties shall pay and deliver if, as and

when specified in this Section 2.1(b), the following additional

shares of Parent Common Stock (the "Stock Holdback"):

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(1) 10,309 shares shall be retained and held back by the Buyer

Parties to reimburse and compensate the Buyer Parties and the

Company for any Losses related to the proposed Settlement

Agreement between the Company and the State of Missouri

(including any increase in the Company's or the Buyer Parties'

operating expenses resulting from covenants or conditions

imposed on the Company by the Settlement Agreement);

(2) 20,619 shares shall be retained and held back by the Buyer

Parties to reimburse and compensate the Buyer Parties and the

Company for any Losses related to the failure to obtain, or

any delay in obtaining, all necessary approvals, permits,

consents and licenses of governmental authorities for the

opening and operation of a landfill cell under construction at

the Company's landfill located in Pike County, Missouri,

including costs, including lost profits, associated with

closing down the landfill and/or transferring operations to a

temporary facility; and

(3) 51,546 shares shall be retained and held back by the Buyer

Parties to satisfy all amounts owing in respect of the Liens

(as defined in Section 3.14 hereof) on the Company's Real

Property (as defined in Section 3.14 hereof) reflected on

Schedule 2.1(b) attached hereto, and to pay any related costs

and expenses the Buyer Parties may incur in obtaining the full

release and removal from the applicable real property records

of all such Liens. The Parties acknowledge and agree that the

Sellers are jointly and severally obligated to obtain releases

of all such Liens and clear them from the real property

records applicable to the Company's Real Property and shall

use their respective best efforts to do so as soon as possible

following the Closing. Notwithstanding the foregoing, if

within ninety (90) days after the Closing the Sellers shall

not have provided the Buyer Parties with written evidence

satisfactory to the Buyer Parties in their reasonable

discretion that all of the Liens reflected on Schedule 2.1(b)

have been fully released and cleared from the real property

records applicable to the Company's Real Property, the Buyer

Parties may take all such actions as the Buyer Parties, in

their reasonable discretion, deem necessary to satisfy in full

and obtain releases of the Company and the Company's Real

Property from any and all such Liens then remaining of record,

and all of the obligations to which such Liens relate, as well

as all costs and expenses incurred by the Buyer Parties in

connection with satisfying and obtaining releases from such

Liens shall be satisfied first out of the Stock Holdback.

obligations, costs and expenses described in Sections 2.1(b)(1) and

2.1(b)(2) above, and so as to reimburse and compensate Parent, Buyer

and the Company for such amounts, the Parties agree that the Buyer

Parties shall give written notice of such Losses, obligations, costs

and expenses to the Sellers reasonably promptly following the

accrual of such Losses, obligations, costs and expenses, and that

the Buyer Parties

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shall be relieved of any obligation to deliver and be entitled to

cancel, and Sellers shall forfeit any right to receive, that number

of shares of the Stock Holdback with a market value (which, for

purposes of this Section 2.1(c), shall be equal to the closing

market price for shares of Parent Common Stock on the day on which

the Buyer Parties deliver such written notice to the Sellers or, if

such day is not a trading day, the next trading day immediately

following such day) equal to such amounts (as reasonably estimated

by the Buyer Parties). With respect to the Losses, obligations,

costs and expenses described in Section 2.1(b)(3), and so as to

reimburse and compensate Parent, Buyer and the Company for such

amounts, the Parties agree that the Buyer Parties shall be relieved

of any obligation to deliver and be entitled to cancel, and Sellers

shall forfeit any right to receive, that number of shares of the

Stock Holdback as set forth in clause (z) below. To the extent that

the value of the shares of Parent Common Stock in the Stock Holdback

are insufficient to pay such Losses or to fully pay, satisfy and

reimburse such obligations, costs and expenses, any remaining

amounts shall be paid by the Sellers. Shares of Parent Common Stock

remaining of the Stock Holdback, if any, shall be paid to the

Sellers according to the percentages or other formula set forth in

Schedule 2.1(c) hereto as follows: (x) with respect to the shares

held back pursuant to Section 2.1(b)(1) above, such shares shall be

released to Sellers upon the entering of a final Settlement

Agreement between the Company and the State of Missouri, (y) with

respect to the shares held back pursuant to Section 2.1(b)(2) above,

such shares shall be released to Sellers upon the opening and

commencement of operations of the new landfill cell referenced above

and (z) with respect to the shares held back pursuant to Section

2.1(b)(3) above, Schedule 2.1(b) sets forth the number of shares to

be released upon the satisfaction, release and clearance from the

applicable real property records of each Lien reflected on Schedule

2.1(b), as evidenced by the Buyer Parties' receipt of an endorsement

issued under the title policy covering the Company's Real Property;

provided, however, that neither the Buyer Parties nor the Company

shall have any obligation to request such an endorsement or to

release shares from the Stock Holdback more frequently than once a

month. Notwithstanding the foregoing, the Sellers shall be

responsible for and shall pay promptly when due all fines and

assessments in connection with the Settlement Agreement referenced

above.

2.2 PAYMENT OF PURCHASE PRICE.

(a) The Closing Cash Consideration (less such amounts necessary to

fully pay and satisfy all debt, capital lease and similar

obligations of the Company at Closing pursuant to Section 2.1(a)(1)

above) shall be paid by wire transfer of immediately available funds

to an account or accounts designated by the Sellers in the amounts

set forth on Schedule 2.2 hereto.

(b) At the Closing, the Buyer Parties shall pay, by wire transfer or

other immediately available funds, the total amount necessary to

fully pay and satisfy all debt, capital lease and similar

obligations of the Company at Closing pursuant

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to Section 2.1(a)(1) above, which shall be paid out of the Closing

Cash Consideration.

Sellers pursuant to Section 2.1(a)(1) above and, if and when payable

pursuant to Section 2.1(b)(2) above, the Stock Holdback (or portion

thereof) shall be delivered to the Sellers in the amounts set forth

on Schedule 2.2 hereto.

(d) At the Closing, Parent shall execute and deliver the convertible

notes of Parent pursuant to Section 2.1(a)(3).

2.3 THE CLOSING. The closing of the transactions contemplated by this

Agreement (the "Closing") shall take place at the offices of Parent

located at One Riverway, Suite 1400, Houston, Texas 77056, at 10:00

a.m., local time, on January 11, 2005, or at such other place or

time as the Parties may mutually agree upon (the date that the

Closing actually occurs being referred to as the "Closing Date").

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS

The Company and the Sellers make the following representations and

warranties jointly and severally and, unless the context clearly indicates

otherwise, all references to the "Seller Parties" in this Article 3 shall apply

to the Company and the Sellers, jointly and severally, as if each such entity

and person were specifically referenced herein. The Seller Parties represent and

warrant that all of the following representations and warranties are true as of

the date of this Agreement and shall be true as of the Closing:

3.1 DUE ORGANIZATION. The Company is a limited liability company duly

organized, validly existing and in good standing under the laws of

its state of organization, and is duly authorized, qualified and

licensed under all applicable laws, regulations, ordinances and

orders of public authorities to carry on its business in the places

and in the manner as now conducted or as proposed to be conducted.

Copies of the Articles of Organization (certified by the Secretary

of State of the Company's state of organization) and Operating

Agreement (certified by the Secretary of the Company) of the

Company, if any, and the organizational documents of each of the

Company's subsidiaries, if any, are all attached hereto as Schedule

3.1. The company records and minute books of the Company and the

Company's subsidiaries, as heretofore made available to Parent, are

correct and complete.

3.2 AUTHORIZATION, VALIDITY AND EFFECT OF AGREEMENTS.

(a) This Agreement (i) constitutes, and all agreements and documents

contemplated hereby when executed and delivered pursuant hereto for

value received will constitute, the valid and legally binding

obligations of each of the Seller Parties enforceable in accordance

with their terms, subject to (A) applicable bankruptcy, insolvency

or other similar laws relating to creditor's rights generally and

(B) general principles of equity, regardless of whether considered

in a

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proceeding in equity or at law, and (ii) has been duly authorized in

accordance with the Ohio Limited Liability Company Act and the

Articles of Organization and Operating Agreement of the Company.

(b) The execution and delivery of this Agreement by each of the

Seller Parties does not, and the consummation of the transactions

contemplated hereby by the Seller Parties will not, (i) except as

set forth on Schedule 3.2 hereof, require the consent, approval or

authorization of, or declaration, filing or registration with, any

governmental or regulatory authority or any third party; (ii) result

in the breach of any term or provision of, or constitute a default

under, or result in the acceleration of or entitle any party to

accelerate (whether after the giving of notice or the lapse of time

or both) any obligation under, or result in the creation or

imposition of any Lien (as defined in Section 3.14) upon any part of

the property of the Company pursuant to any provision of, any order,

judgment, arbitration award, injunction, decree, indenture,

mortgage, lease, license, lien, or other agreement or instrument to

which the Company is a party or by which it is bound; or (iii)

violate or conflict with any provision of the Articles of

Organization or Operating Agreement of the Company as amended to the

date hereof.

3.3 MEMBERSHIP INTERESTS OF THE COMPANY. The authorized membership

interests of the Company are shown on Schedule 3.3. All of the

Company's issued and outstanding membership interests have been duly

authorized and validly issued, are fully paid and nonassessable, are

owned of record and beneficially by the Sellers in the amounts set

forth in Schedule 3.3, and are free and clear of all liens,

encumbrances and claims of every kind. All such membership interests

were offered, issued, sold and delivered in compliance with all

applicable state and federal laws concerning the issuance of

securities. Further, none of such membership interests were issued

in violation of the preemptive rights of any past or present member.

3.4 OBLIGATIONS TO ISSUE OR SELL MEMBERSHIP INTERESTS. No right of first

refusal, option, warrant, call, conversion right or commitment of

any kind exists which obligates the Company to issue any of its

authorized but unissued membership interests. In addition, there are

no (a) outstanding securities or obligations which are convertible

into or exchangeable for any membership interests or other

securities of the Company or (b) contracts, arrangements or

commitments, written or otherwise, under which the Company is or may

become bound to sell or otherwise issue any membership interests or

any other securities. Without limiting the generality of the

foregoing, there is no valid basis upon which any person (other than

the Sellers) may claim to be in any way the record or beneficial

owner of, or to be entitled to acquire (of record or beneficially),

any membership interest or other security of the Company, and no

person has made or, to any Seller Party's respective knowledge,

threatened to make any such claim. In addition, the Company has no

obligation (contingent or otherwise) to purchase, redeem or

otherwise acquire any of its membership interests or any interests

therein or to pay any dividend or make any distribution in respect

thereof.

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3.5 SUBSIDIARIES. Except as set forth on Schedule 3.5, the Company (a)

does not presently own, of record or beneficially, or control,

directly or indirectly, any capital stock, securities convertible

into capital stock or any other equity interest in any corporation,

association or business entity; or (b) is not, directly or

indirectly, a participant in any joint venture, partnership or other

non-corporate entity.

3.6 PREDECESSOR STATUS; ETC. Set forth on Schedule 3.6 is a list of all

of the names of all predecessors of the Company, including the names

of any entities from whom the Company previously acquired

significant assets. Except as disclosed in Schedule 3.6, the Company

has never been a subsidiary or division of another corporation nor

been a part of an acquisition which was later rescinded.

3.7 FINANCIAL STATEMENTS.

(a) The Seller Parties have furnished to Parent (and copies of which

are attached hereto as Schedule 3.7(a)): (i) the Company's balance

sheet as of December 31, 2001, December 31, 2002 and December 31,

2003; and (ii) the Company's statement of operations for the years

ending December 31, 2001, December 31, 2002 and December 31, 2003.

The financial statements referred to in this subsection are herein

collectively referred to as the "Financial Statements."

(b) The Seller Parties have furnished to Parent (and copies of which

are attached hereto as Schedule 3.7(b)): (i) the Company's balance

sheet as of November 30, 2004 (the "Balance Sheet Date"); and (ii)

the Company's statement of operations for the period beginning

January 1, 2004 and ending November 30, 2004. The financial

statements referred to in this subsection are herein collectively

referred to as the "Interim Financial Statements."

fully and fairly set forth the financial condition of the Business

as of the dates indicated, and the results of its operations for the

periods indicated, and are in accordance with generally accepted

accounting principles consistently applied, except as otherwise

stated therein or in any attachment to Schedules 3.7(a) and 3.7(b)

attached hereto.

3.8 LIABILITIES AND OBLIGATIONS. The Seller Parties have delivered to

Parent on Schedule 3.8(a) an accurate list, as of the Closing Date,

of all of the Company's liabilities of any kind, character and

description, whether accrued, absolute, secured or unsecured,

contingent or otherwise, together with, in the case of those

liabilities which are not fixed, an estimate of the maximum amount

which may be payable. For each such liability for which the amount

is not fixed or is contested, the Seller Parties have provided a

summary description of the liability. Schedule 3.8(b) lists all

liabilities which shall be assumed by the Sellers at Closing (all

such liabilities, together with all accounts payable of the Company

as of the Closing and all liabilities not disclosed to the Buyer

Parties on Schedule 3.8(a), if any, shall be referred to herein as

the "Retained Liabilities").

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3.9 APPROVALS. Except as set forth on Schedule 3.9, no authorization,

consent or approval of, or registration or filing with, any

governmental authority or any other person is or was required to be

obtained or made by any Seller Party in connection with the

execution, delivery or performance of this Agreement. All

authorizations, consents and approvals set forth on Schedule 3.9

have been obtained, and all registrations and filings have been

accomplished.

3.10 ACCOUNTS AND NOTES RECEIVABLE. The Seller Parties have delivered to

Parent on Schedule 3.10(a) an accurate list as of November 30, 2004

and as of the Closing Date of the Company's accounts and notes

receivable, including receivables from and advances to its

employees, managers and members and amounts which are not reflected

in the most recent available balance sheet. The Seller Parties shall

provide Parent with an aging of all accounts and notes receivable

showing amounts due in 30-day aging categories for the Company. Such

accounts and notes receivable of the Company are collectible in the

amounts shown on Schedule 3.10(a). Schedule 3.10(b) lists the

accounts receivable which shall be assigned by the Company to the

Sellers at Closing (all such assigned accounts receivable, if any,

shall be referred to herein as the "Assigned Receivables").

3.11 PERMITS AND INTANGIBLES. The Seller Parties have delivered to Parent

on Schedule 3.11 an accurate list and summary description as of the

Closing Date of all of the certificates of need, permits, titles

(including motor vehicle titles and current registrations), fuel

permits, licenses, orders, approvals, franchises, certificates,

trademarks, trade names, patents, patent applications, copyrights

and similar rights of approvals owned or held by the Company, all of

which are now valid, in good standing and in full force and effect.

Except as set forth on Schedule 3.11, such permits, titles, fuel

permits, licenses, orders, approvals, franchises, certificates,

trademarks, trade names, patents, patent applications, copyrights

and similar rights of approvals are adequate for the operation of

the Company's business, as presently constituted. Except as set

forth on Schedule 3.11, the Seller Parties have delivered to Parent

a description and copies as of the date of this Agreement, of all of

the Company's material records, reports, notifications, certificates

of need, permits, pending permit applications, engineering studies,

environmental impact studies filed or submitted or required to be

filed or submitted to governmental agencies, other governmental

approvals or applications for approval and of all material

notifications from such governmental agencies.

3.12 PERSONAL PROPERTY, OPTIONS AND LEASES.

(a) The Seller Parties have delivered to Parent on Schedule 3.12 an

accurate list and a complete description as of the Balance Sheet

Date of all of personal property, leases for equipment and real

properties on which are situated buildings, warehouses, workshops,

garages and other structures used in the operation of the Company's

business, and any option or right of first refusal to purchase real

property and including an indication as to which assets were

formerly owned by business or personal Affiliates of the Company.

All leases set forth on Schedule

<PAGE>

3.12 are in full force and effect and constitute legal, valid and

binding agreements of the parties (and their successors) thereto in

accordance with their respective terms, and no default by the

Company or any other party thereto has occurred or is continuing

thereunder. All fixed assets used by the Company in the operation of

its business are either owned by the Company or leased under an

agreement indicated on Schedule 3.12. The Seller Parties have also

indicated on Schedule 3.12 a summary description of all of the

Company's plans or projects involving the opening of new operations,

expansion of any existing operations or the acquisition of any real

or personal property or existing business, to which management of

the Company has devoted any significant effort or expenditure in the

two year period prior to the date of this Agreement, which if

pursued by the Company would require additional expenditures of

significant efforts or capital. Except as described on Schedule

3.12, the Company owns all of the assets and properties it uses in

its business. Except as described on Schedule 3.12, there are no

liens, mortgages, charges, restrictions, pledges, security

interests, options, leases, claims, easements, encroachments or

encumbrances on any property or assets owned or used by the Company.

3.13 CUSTOMERS; CONTRACTS AND COMMITMENTS.

(a) Schedule 3.13(a) sets forth the names and addresses of all of

the Company's customers as of the date hereof, and sets forth

monthly billing information related to such customers. None of the

customers, to the knowledge of the Seller Parties, intends to

terminate or change significantly, its relationship as presently

existing, and the Company has not received notice to such effect.

(b) Schedule 3.13(b) sets forth a true and complete list of all of

the Company's contracts, agreements and other instruments and

arrangements (whether written or oral) to which the Company is a

party or by which the Company is bound (the "Contracts"), including

but not limited to: (i) arrangements relating to providing solid

waste collection, transportation or disposal services to any person

or entity; (ii) licenses, permits, insurance policies and other

arrangements concerning or relating to real estate; (iii)

employment, consulting, collective bargaining or other similar

arrangements relating to or for the benefit of current, future or

former employees, agents, and independent contractors or

consultants; (iv) agreements and instruments relating to the

borrowing of money or obtaining of or extension of credit, (v)

brokerage or finder's agreements; (vi) contracts involving a sharing

of profits or expenses; (vii) acquisition or divestiture agreements;

(viii) service or operating agreements, manufacturer's

representative agreements or distributorship agreements; (ix)

arrangements limiting or restraining any Seller Party with respect

to the Business from engaging or competing in any lines of business

or with any person; (x) documents granting a power of attorney; and

(xi) any other agreements or arrangements that are material to the

future operation of the Company.

not give rise to the right of any party to terminate or modify any

contract or agreement, (ii) the

<PAGE>

Company is not a party to any contract, agreement or other

instrument or commitment which, singly or in the aggregate

materially and adversely affects or is likely to materially and

adversely affect the Company's business, operations, properties,

assets or condition (financial or otherwise); and (iii) the Company

is not bound by or subject to (and none of its assets or properties

is bound by or subject to) any arrangement with any labor union.

3.14 REAL PROPERTY. Except as set forth on Schedule 3.14 attached hereto:

(a) The Company owns good and marketable title to its real property

described on Schedule 3.14 (the "Company's Real Property"), free and

clear of any lien, mortgage, charge, restriction, pledge, security

interest, option, lease, claim, easement, encroachment or

encumbrance ("Lien"), other than the exceptions set forth in

Schedule 3.14 (the "Permitted Exceptions"), and no person has an

option to purchase all or any portion of such real property;

(b) The Company's Real Property is not subject to any pending or

threatened condemnation Proceedings against all or part thereof;

sublease, license, concession, or other right, written or oral, to

use or occupy the Company's Real Property, nor has the Company ever

entered into an option, right of first refusal, or other agreement

that would permit any person or entity to purchase all or part of

the Company's Real Property; and

(d) The Company has never owned, occupied, or conducted operations

on any lands, other than the Company's Real Property.

3.15 INSURANCE. The Seller Parties have delivered to Parent on Schedule

3.15 an accurate list of all of the Company's insurance policies, as

well as an accurate list of: (a) all of its insurance loss runs and

worker's compensation claims received for the past three (3) policy

years; (b) all open claims; and (c) all known circumstances

reasonably likely to result in a claim. Such insurance policies are

currently in full force and effect and shall remain in full force

and effect through the Closing Date. None of the Company's insurance

has ever been canceled, and the Company has never been denied

coverage.

3.16 EMPLOYMENT MATTERS. Schedule 3.16 contains a list of all employees

of the Company, including the annual compensation, hourly wages, and

daily rate of pay for all such employees. The Company has paid in

full to, or accrued as a current liability, all employees of the

Company all wages, salaries, commissions on jobs finished, bonuses

and other direct compensation for all services performed (including

accrued vacation) by them prior to the Closing and all amounts

required to be reimbursed to the employees, and none of the Buyer

Parties or the Company will, by reason of anything done prior to the

Closing, be liable to any employee for "severance pay" or any other

payment. The Company is in material compliance with all federal,

state, local and foreign laws and regulations

<PAGE>

respecting employment and employment practices, terms and conditions

of employment and wages and hours.

3.17 PARACHUTE PROVISIONS. The Seller Parties have delivered to Parent on

Schedule 3.17 an accurate schedule showing all of the Company's

employment agreements and any other agreements containing

"parachute" provisions, and deferred compensation agreements (which

shall be Retained Liabilities pursuant to Section 3.8), together

with copies of such plans, agreements and any trusts related

thereto, and classifications of employees covered thereby as of the

Balance Sheet Date.

3.18 BENEFIT PLANS; ERISA COMPLIANCE.

(a) Schedule 3.18 contains a list of all "employee pension benefit

plans" (as defined in Section 3(2) of Employee Retirement Income

Security Act of 1974, as amended ("ERISA")) (sometimes referred to

in this Section 3.18 as "Pension Plans"), "employee welfare benefit

plans" (as defined in Section 3(1) of ERISA) (sometimes referred to

in this Section 3.18 as "Welfare Plans") and all other Benefit

Plans, as defined below, currently maintained in whole or in part,

contributed to, or required to be contributed to by the Company for

the benefit of any present or former officer, employee or director

of the Company. For purposes of this Agreement, the term "Benefit

Plan" shall mean any collective bargaining agreement or any bonus,

pension, profit sharing, deferred compensation, incentive

compensation, stock ownership, stock purchase, stock option, phantom

stock, retirement, vacation, severance, disability, death benefit,

hospitalization, medical, dependent care, cafeteria, employee

assistance, scholarship or other plan, program, arrangement or

understanding (whether or not legally binding) maintained in whole

or in part, contributed to, or required to be contributed to by the

Company for the benefit of any present or former officer, employee

or director of the Company which is not a Pension Plan or Welfare

Plan. The Seller Parties have delivered to Parent true, complete and

correct copies of (a) each of the Company's Pension Plans, Welfare

Plans and Benefit Plan (or, in the case of any unwritten Benefit

Plans, descriptions thereof), (b) all material correspondence for

the last three (3) years prior to the Closing Date with the IRS or

the United States Department of Labor relating to plan

qualification, filing of required forms, pending, contemplated or

announced plan audits with respect to any such Pension Plan, Welfare

Plan or Benefit Plan, if any and (c) all other information

reasonably requested by Parent.

(b) The Company does not maintain any Pension Plan or Benefit Plan

intended to be a tax qualified plan described Section 401(a) of the

Code, and no such plan is or has been subject to the minimum funding

rules of Code Section 412 or ERISA Section 302, or the plan

termination insurance provisions of Title IV of ERISA.

sponsored by, and each of the benefit plans formerly sponsored by,

the Company: (i) has been in material compliance with all reporting

and disclosure requirements of (A) Part 1 or Subtitle B of Title I

of ERISA, if applicable, or (B) other applicable law, (ii)

<PAGE>

has had the appropriate required Form 5500 (or equivalent annual

report) filed timely with the appropriate governmental entity for

each year of its existence, (iii) has at all times complied with the

bonding requirements of (A) Section 412 of ERISA, if applicable, or

(B) other applicable law, (iv) has no issue pending (other than the

payment of benefits in the normal course) nor any issue resolved

adversely to the Company or any of its subsidiaries which may

subject the Company or any of its subsidiaries to the payment of any

material penalty, interest, tax or other obligation, nor is there

any basis for any imposition of any such liability, and (v) has been

maintained in all respects in material compliance with the

applicable requirements of ERISA, the Code and other applicable law

not otherwise covered hereunder so as not to give rise to any

material liabilities to the Company.

(d) There are no voluntary employee benefit associations maintained

by the Company and intended to be exempt from federal income tax

under Section 501(c)(9) of the Code.

(e) Neither the execution of this Agreement nor the consummation of

the transactions contemplated by this Agreement will give rise to

any, or trigger any, change of control, severance or other similar

provisions in any Pension Plan, Welfare Plan or Benefit Plan

sponsored by the Company. The consummation of any transaction

contemplated by this Agreement will not result in any: (i) payment

(whether of severance pay or otherwise) becoming due from the

Company to any of its officers, employees, former employees or

directors or to the trustee under any "rabbi trust" or similar

arrangement; (ii) benefit under any Benefit Plan of the Company

being established or becoming accelerated, vested or payable; or

(iii) payment or series of payments by the Company, directly or

indirectly, to any person that would constitute a "parachute

payment" within the meaning of Section 280G of the Code.

(f) The Company does not provide any material post-retirement

medical, health, disability or death protection coverage or

contribute to or maintain any employee welfare benefit plan which

provides for medical, health, disability or death benefit coverage

following termination of employment by any officer, director or

employee except as is required by Section 4980B(f) of the Code or

other applicable statute, nor has the Company made any

representations, agreements, covenants or commitments to provide

that coverage.

(g) With respect to any Welfare Plan of the Company, (i) each such

Welfare Plan that is a group health plan, as such term is defined in

Section 5000(b)(1) of the Code, complies in all material respects

with any applicable requirements of Part 6 of Title I of ERISA and

Section 4980B(f) of the Code and (ii) each such Welfare Plan

(including any such plan covering retirees or other former

employees) may be amended or terminated with respect to health

benefits without material liability to the Company on or at any time

after the Closing Date.

<PAGE>

(h) All contributions required by law or by a collective bargaining

or other agreement to be made under any Pension Plan, Welfare Plan

or Benefit Plan of the Company with respect to all periods through

the Closing Date, including a pro rata share of contributions due

for the current plan year, will have been made by such date or

provided for by adequate reserves by the Company. No changes in

contribution rates or benefit levels have been implemented or

negotiated (but not yet implemented), with respect to any Pension

Plan, Welfare Plan or Benefit Plan of the Company since the date on

which the information provided in the attached Schedule has been

provided, and no such changes are scheduled to occur.

(i) The Company has not, nor will the Company have, any liability or

obligation for taxes, penalties, contributions, losses, claims,

damages, judgments, settlement costs, expenses, costs, or any other

liability or liabilities of any nature whatsoever arising out of or

in any manner relating to any Pension Plan, Welfare Plan or Benefit

Plan (including but not limited to employee benefit plans such as

foreign plans which are not subject to ERISA), that has been, or is,

contributed to by any entity, whether or not incorporated, which is

deemed to be under common control (as defined in Section 414 of the

Code), with the Company.

3.19 CONFORMITY WITH LAW.

(a) The Company has complied with, and the Company is not in

material default under, any law, rule, ordinance, ruling, directive,

or regulation or under any order, award, judgment or decree of any

court or federal, state, municipal or other governmental department,

commission, board, bureau, agency or instrumentality having

jurisdiction over the Company or any of its assets or businesses;

there are no claims, actions, suits or Proceedings, pending or

threatened, against or affecting the Company, at law or in equity,

or before or by any federal, state, municipal or other governmental

department, commission, board, bureau, agency or instrumentality

having jurisdiction over the Company or its business; and no notice

of any claim, action, suit or Proceeding, whether pending or

threatened, has been received by the Company.

(b) The Company has conducted and is conducting its business in

material compliance with the requirements, standards, criteria and

conditions set forth in applicable federal, state and local

statutes, ordinances, permits, licenses, orders, approvals,

variances, rules and regulations, including, without limitation, all

such laws, rules, ordinances, decrees and orders relating to

intellectual property protection, transportation, wage and hour,

antitrust matters, consumer protection, currency exchange,

environmental protection, equal employment opportunity, health and

occupational safety, pension and employee benefit matters,

securities and investor protection matters, labor and employment

matters, and trading-with-the-enemy matters.

present or past unremedied failure by it to comply with any of such

laws, rules, ordinances, decrees or orders.

<PAGE>

3.20 TAXES. Except as set forth in Schedule 3.20:

(a) The Company has timely filed or, if not yet due, will timely

file all Tax Returns required to be filed by it on or before the

Closing Date and all such Tax Returns are or, in the case of Tax

Returns not yet filed, will be, true, correct and complete in all

material respects and the Company has paid when due all Taxes

reported thereon or, in the case of Taxes not yet due, will pay such

Taxes when due. All Taxes required to be paid by the Company

(whether or not shown on any Tax Return) have been paid on a timely

basis.

(b) Copies of (i) any Tax examinations, (ii) extensions of statutory

limitations, and (iii) the federal and local income Tax returns of

the Company for the most recent three (3) Tax years (or such shorter

period of time as the Company has existed) are attached as Schedule

3.20.

Statements delivered to Parent as a part of Schedule 3.7(b) are

sufficient for the payment of all Taxes of the kinds indicated

(including penalties and interest) for all fiscal periods ended on

or before the Closing Date, the Company has reserved an amount

sufficient to pay all such Taxes, and the working capital of the

Company is sufficient to pay any such Tax applicable to it.

(d) No extension of time has been requested or granted for the

Company to file any Tax Return that has not yet been filed or to pay

any Tax that has not yet been paid and the Company has not granted a

power of attorney that remains outstanding with regard to any Tax

matter.

(e) The Company has complied in all respects with all applicable

Laws, rules and regulations relating to withholding Taxes and

information returns, including, without limitation, the withholding

and reporting requirements under Sections 1441 through 1464, 3401

through 3406, and 6041 through 6048 of the Code, as well as any

similar provisions under any other laws, and has, within the time

and manner prescribed by law, withheld from employee wages and other

payments and paid over to the proper government body all amounts

required to have been so withheld and paid.

(f) There is no pending or, to the knowledge of the Company or any

Seller, proposed Tax audit of the Company or any Seller with regard

to Tax Matters relating to the Company.

(g) The Parent has received copies of all material audit reports and

correspondence between the Company, or any Seller with regard to Tax

matters relating to the Company, and any Tax Authority issued or

made during the last three (3) years. A complete summary of all oral

communications between the Company or any Seller and any Tax

Authority relating to any Tax audits of the Company during such

years, including without limitation any Tax audit that is in

<PAGE>

progress or for which a still effective extension of the statute of

limitations was granted.

(h) The Company has not received within the last four (4) years

notice of a Tax deficiency (or such shorter period of time as the

Company has existed) and, to the knowledge of the Company, no Tax

deficiency is pending or proposed, and no issue has been raised in

any Tax audit which, by application of similar principles to any

past, present or future period, would result in an adjustment to the

amounts reported in a subsequent period.

(i) There are no Liens, other than Permitted Exceptions, arising

from or related to Taxes on or ending against the Company or any of

its properties.

(j) There are no presently outstanding waivers or extensions or

requests for waiver or extension of the time within which a Tax

deficiency may be asserted or assessed.

(k) The Company has not changed any Tax accounting method during any

of the seven (7) most recent Taxable years ending on or before the

Closing Date, (or such shorter period of time as the Company has

existed). The Company has not taken any action, whether or not

required, that has resulted or will result in deferring a liability

for Taxes of the Company from any taxable period ending on or before

the Closing Date to any taxable period ending after such date,

unless such action is in accordance with past practice.

(l) The Company has never been required to include in income any

adjustment pursuant to section 481 of the Code and no Tax Authority

has ever made or proposed any such adjustment. The Company has never

entered into a closing agreement, as described in section 7121 of

the Code, or an advance pricing agreement or other agreement with a

Tax Authority relating to Taxes.

(m) The Company does not own any property that is tax-exempt use

property within the meaning of section 168(h) of the Code, that is

described in section 168(f)(8) of the Code as in effect prior to its

amendment by the Tax Reform Act of 1986, that is tax-exempt bond

financed property within the meaning of Section 168(g) of the Code

or that is "limited use property" within the meaning of Rev. Proc.

76-30.

(n) None of the property of the Company directly or indirectly

secures any debt the interest on which is tax exempt under section

103(a) of the Code.

(o) The Company is not a party to any arrangement to which sections

162(m) or 280G of the Code could under any circumstances apply.

(p) The Company is a partnership for federal income tax purposes,

and has been a partnership for federal income tax purposes

throughout its entire existence.

<PAGE>

(q) The Company is not now or has never been (i) an includable

member, including a parent, of an "affiliated group" within the

meaning of section 1504(a) of the Code or otherwise liable for the

Taxes of a person other than itself pursuant to Treasury Regulation

section 1.1502-6 or any similar provision of state, local or foreign

law, whether or not as a transferee, a successor, by operation of

law, by contract or otherwise, (ii) a member of any consolidated,

combined or unitary Tax Return filing group, (iii) a party to any

Tax sharing agreement, Tax indemnity agreement or similar agreement,

arrangement or practice with respect to Taxes, including an

agreement that obligates it to make any payment computed by

reference to the Taxes, Taxable income or Tax losses of any other

individual or entity, (iv) the owner of a more than 50% interest, by

voting power or by value, in an entity treated as corporation for

federal income tax purposes, or the (v) the owner of an interest in

an entity that is or is treated as a Tax partnership, trust,

regulated investment company as defined in section 851 of the Code,

real estate investment trust as defined in section 856 of the Code

or foreign personal holding company as defined in section 552(a) of

the Code.

(r) The Company has disclosed on its federal, state, local and

foreign income Tax Returns all positions taken therein that could

give rise to a penalty under section 6662 of the Code or any

corresponding provision of state, local or foreign Tax law.

(s) No unresolved claim, and to the knowledge of the Company, no

claim has ever been made by a Tax Authority in a jurisdiction in

which the Company does not pay Taxes or file Tax Returns that such

entity is or may be subject to Tax in such jurisdiction.

(t) The Company has never requested a private ruling from a Tax

Authority on any matter.

(u) The Company has retained all supporting and backup papers,

receipts, spreadsheets and other information necessary for the

preparation of all Tax Returns that have not yet been filed and the

defense of Tax audits involving all Taxable periods either ended on

or during the six (6) years prior to the Closing Date (or such

shorter period of time as the Company has existed).

(v) The Company has collected and remitted to the appropriate Tax

Authorities all sales and use and similar Taxes required to have

been collected and remitted on or prior to the Closing Date and has

been furnished, and if required has filed, properly completed

exemption certificates for all exempt transactions. The Company has

maintained and has in its possession all records, supporting

documents and exemption and resale certificates required by

applicable sales Tax statutes and regulations to be retained in

connection with the collection and remittance of sales and use and

similar Taxes for all periods up to and including the Closing Date.

<PAGE>

Each reference to a provision in this Section 3.20 shall be treated

for state, local and foreign Tax purposes as a reference to

analogous or similar provisions of state and local law.

3.21 COMPLETENESS. The certified copies of the Articles of Organization

and Operating Agreement, both as amended to date, of the Company and

the copies of all leases, instruments, agreements, licenses,

permits, certificates or other documents which are included on

schedules attached hereto or which have been delivered to Parent in

connection with the transactions contemplated hereby are complete

and correct; neither the Company nor any other Party hereto is in

default thereunder; except as set forth in the schedules and

documents attached to this Agreement, the rights and benefits of the

Company thereunder will not be adversely affected by the

transactions contemplated hereby; and the execution of this

Agreement and the performance of the obligations hereunder will not

violate or result in a breach or constitute a default under any of

the terms or provisions thereof. None of such leases, instruments,

agreements, contracts, licenses, permits, certificates or other

documents requires notice to, or the consent or approval of, any

governmental agency or other third party to any of the transactions

contemplated hereby to remain in full force and effect or give rise

to any right to termination, cancellation or acceleration or loss of

any right or benefit hereunder.

3.22 GOVERNMENT CONTRACTS. Except as set forth on Schedule 3.22, the

Company is not now, and has never been, a party to any governmental

contract subject to price redetermination or renegotiation.

3.23 ABSENCE OF CHANGES. Except as set forth in Schedule 3.23, since the

Balance Sheet Date, there has not been:

(a) any material adverse change in the financial condition, assets,

liabilities (contingent or otherwise), income or business of the

Company;

(b) any damage, destruction or loss (whether or not covered by

insurance), change in zoning, or change in any law, rule,

regulation, ordinance, or permit condition, materially adversely

affecting the properties or business of the Company;

of the Company or any grant of any options, warrants, calls,

conversion rights or commitments;

(d) any declaration or payment of any dividend or distribution in

respect of the membership interests or any direct or indirect

redemption, purchase or other acquisition of any of the membership

interests of the Company;

(e) any bonus or any increase in the compensation, sales

commissions, fringe benefits or fee arrangement payable or to become

payable by the Company to any of its managers, managing members,

officers, employees, consultants or agents or any change in the

method by which sales commissions are calculated and paid;

<PAGE>

(f) any work interruptions, labor grievances or claims filed or, to

any Seller Party's knowledge, any proposed law or regulation or any

event or condition of any character, materially adversely affecting

the business or future prospects of the Company;

(g) any sale or transfer, or any agreement to sell or transfer, any

assets, property or rights of the Company to any person;

(h) any cancellation, or agreement to cancel, any indebtedness or

other obligation owing to the Company;

(i) any plan, agreement or arrangement granting any preferential

rights to purchase or acquire any interest in the assets, property

or rights of the Company or requiring consent of any party to the

transfer and assignment of any such assets, property or rights;

(j) any purchase or acquisition, or agreement, plan or arrangement

to purchase or acquire, any property, rights or assets of the

Company;

(k) any waiver of any material rights or claims of the Company;

(l) any breach, amendment or termination of any material contract,

agreement, license, permit or other right to which the Company is a

party; or

(m) any transaction by the Company outside the ordinary course of

its business.

3.24 DEPOSIT ACCOUNTS; POWERS OF ATTORNEY.

(a) The Company has delivered to Parent on Schedule 3.24 an accurate

list as of the date of this Agreement, of:

(1) the name of each financial institution in which the

Company has accounts or safe deposit boxes;

(2) the names in which such accounts or boxes are held;

(3) the type of accounts; and

(4) the name of each person authorized to draw thereon or have

access thereto.

(b) Schedule 3.24 also sets forth the name of each person,

corporation, firm or other entity holding a general or special power

of attorney from the Company or any of its subsidiaries and a

description of the terms of such power. Each such power has been or

will be canceled on or before the Closing Date.

3.25 PROPRIETARY RIGHTS. Except as set forth on Schedule 3.25, the

Company does not own or have any right or interest in any

Intellectual Property, or any license or

<PAGE>

assignment with respect thereto. The Company has not granted to any

third party a license or other authorization to use any Intellectual

Property of the Company, and no third party owns any ownership

interest in or holds any claim, lien or other encumbrance, on the

Company's Intellectual Property. None of the Seller Parties has

received any notification that the Company has infringed upon or is

infringing upon, or has engaged in or is engaging in any

unauthorized use or misappropriation of, any Intellectual Property

owned by or belonging to any other person; and there is no pending

or threatened claim, and no basis for the assertion of any claim,

against the Company with respect to any such infringement,

unauthorized use or misappropriation. The Company has not entered

into any licensing agreements to use the Intellectual Property of

third parties, and does not owe to any third parties royalties for

the use of Intellectual Property.

3.26 VALIDITY OF OBLIGATIONS. The execution and delivery of this

Agreement by the Company and the performance of the transactions

contemplated herein have been duly and validly authorized and

approved by the managers and the members of the Company, and this

Agreement has been duly and validly authorized by all necessary

limited liability company action and is a legal, valid and binding

obligation of the Company and each Seller.

3.27 RELATIONS WITH GOVERNMENTS. Neither the Company, nor any member,

manager, director, officer, agent, employee or other person acting

on behalf of the Company, has used any funds of the Company for

improper or unlawful contributions, payments, gifts or

entertainment, or made any improper or unlawful expenditures

relating to political activity to domestic or foreign government

officials or others. The Company has adequate financial controls to

prevent such improper or unlawful contributions, payments, gifts,

entertainment or expenditures. Neither the Company, nor any member,

manager, director, officer, agent, employee or other person acting

on behalf of the Company, has accepted or received any improper or

unlawful contributions, payments, gifts or expenditures. The Company

has at all times complied, and is in compliance, in all material

respects, with the Foreign Corrupt Practices Act and in all material

respects with all foreign laws and regulations relating to

prevention of corrupt practices.

3.28 CONFLICTS OF INTEREST. Except as set forth on Schedule 3.28, neither

(a) any past or present officer, manager or member of the Company,

nor (b) any relative of any past or present officer, manager or

member of the Company, nor (c) any corporation, partnership, trust

or other entity of which any such past or present officer, manager

or member of the Company has a direct or indirect interest or is a

director, officer, member, manager, stockholder, partner or trustee,

is or has ever been a party, directly or indirectly, to any

transaction with the Company, including without limitation any

agreement or other arrangement providing for the furnishing of

services by or to the Company or the rental of any property from or

to the Company, or otherwise requiring or contemplating any payments

by or to the Company. Except as set forth on Schedule 3.28, neither

any present officer, manager or member of the Company, nor any

relative of any such officer, manager or member, owns directly or

indirectly any interest in any corporation,

<PAGE>

firm, partnership, trust or other entity or business which is a

competitor, potential competitor, customer, client or supplier of

the Company or any related business. For purposes of this Section

3.28, competitors shall include, without limitation, persons or

entities engaged in waste transportation, recycling and/or disposal

operations. The Sellers do not own any legal or equitable interest

in, nor is any Seller the holder of liens on, any real property,

equipment, fixtures, vehicles, Intellectual Property, contract

rights, permits, licenses, accounts, general intangibles, or other

assets utilized by the Company in the operation of its businesses.

Except as set forth in Schedule 3.28, none of the Sellers has any

claims against, or are owed any amounts (including, without

limitation any bonuses, commissions, royalties, rentals or other

payments) by, the Company. Except as set forth in Schedule 3.28, no

Seller has incurred any liability, contingent or otherwise, to, nor

is any Seller indebted to, the Company.

3.29 ENVIRONMENTAL MATTERS. The Seller Parties have delivered to Parent

all of the correspondence, agreements, notices or other documents

related to the items set forth on Schedule 3.29. Schedule 3.29 also

contains a list of all disposal sites used by the Business since its

inception.

Except as set forth in Schedule 3.29:

(a) The Company and any property (whether real or personal) which is

or was formerly leased, used, operated, owned or managed in whole or

in part in any manner by the Company or any of its organizational

predecessors (individually, any "Business Facility", and

collectively, the "Business Facilities") and all operations of the

Company and its Business Facilities, are in material compliance and

have been in material compliance with all applicable Environmental

Laws;

(b) the Company and its Business Facilities have obtained and are in

compliance with all permits, licenses, registrations, approvals and

other authorizations (including all applications for all of the

foregoing) required under any Environmental Law for the business of

the Company as currently conducted (collectively, "Environmental

Permits"), and Schedule 3.29 contains an accurate and complete

listing of all of its Business Facilities and all of its

Environmental Permits of the Company;

that may interfere with the conduct of the Company's business in the

manner now conducted relating to the Company's compliance with

Environmental Laws or which constitutes a violation thereof, or

which could have a material adverse effect upon th

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