MEMBERSHIP INTEREST PURCHASE AGREEMENT

LLC Membership Agreement

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This LLC Membership Agreement involves

WCA WASTE CORP | WCA OF NORTH CAROLINA, L.P | MRR SOUTHERN, L.L.C | MATERIAL RECOVERY, LLC | MATERIAL RECLAMATION, LLC | MRR OF HIGH POINT, LLC | MRR WAKE TRANSFER STATION, LLC

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Title: MEMBERSHIP INTEREST PURCHASE AGREEMENT
Governing Law: North Carolina Date: 3/24/2005

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EXHIBIT 2.4

*** 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.

--------------------------------------------------------------------------------

MEMBERSHIP INTEREST PURCHASE AGREEMENT

AMONG

WCA OF NORTH CAROLINA, L.P.,

AS BUYER,

AND

MRR SOUTHERN, L.L.C.,

AS SELLER,

AND

MATERIAL RECOVERY, LLC,

MATERIAL RECLAMATION, LLC,

MRR OF HIGH POINT, LLC,

AND

MRR WAKE TRANSFER STATION, LLC

AS THE COMPANIES

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LIB: CHARLOTTE

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

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

effective the 14th day of January, 2005, between WCA of North Carolina, L.P., a

Delaware limited partnership ("Buyer"), as Buyer, and MRR Southern, LLC, a North

Carolina limited liability company ("Seller"), Material Recovery, LLC, a North

Carolina limited liability company ("Recovery"), Material Reclamation, LLC, a

North Carolina limited liability company ("Reclamation"), MRR of High Point,

LLC, a North Carolina limited liability company ("High Point") and MRR Wake

Transfer Station, LLC, a North Carolina limited liability company ("Wake" and

collectively, with High Point, Recovery and Reclamation, the "Companies and each

a "Company"), and is joined herein by WCA Waste Corporation, a Delaware

corporation ("WCA") and by F. Norbert Hector, Jr., D. H. Griffin, Paul M.

Givens, Edward I. Weisiger, Jr. and David Griffin, Jr. (each a "Principal" and

collectively the "Principals") to the limited extent expressly provided herein.

Buyer, Seller and the Companies are sometimes hereinafter referred to

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

RECITALS

Seller is the sole member of each of the Companies. The Companies have C&D

landfill operations in Guilford and Wake Counties, North Carolina. Recovery,

Reclamation and Wake own and operate a C&D landfill, reclamation center, and a

transfer station, respectively, in Wake County, North Carolina, and High Point

owns and operates a C&D landfill in the city of High Point, North Carolina.

Buyer has agreed to purchase and Seller has agreed to sell Seller's entire

membership interest in each of the Companies in accordance with the terms of

this Agreement.

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. PURCHASE OF MEMBERSHIP INTERESTS

Subject to the terms and conditions of this Agreement, Buyer will purchase

from Seller, and Seller will sell, deliver and assign to Buyer, the sole

membership interest in each of the Companies (each a Membership Interest" and

collectively, the "Membership Interests") for the consideration specified below.

2. CONSIDERATION

2.1 CASH PURCHASE PRICE. Subject to the terms and conditions set forth in

this Agreement, the aggregate purchase price to be paid for the membership

interests of the Companies shall be THIRTY-EIGHT MILLION FIVE HUNDRED THOUSAND

DOLLARS AND NO/100 DOLLARS ($38,500,000.00) (the "Cash Purchase Price"), as

adjusted by the Working Capital Adjustment (as so adjusted, the "Adjusted Cash

Purchase Price"). Buyer and Seller acknowledge that a portion of the Purchase

Price will be wired or otherwise paid to the applicable creditors of the

Companies to discharge all Funded Debt.

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2.2 EARNOUT.

(a) In addition, $1,500,000.00 (the "Earnout Holdback") shall be

retained by Buyer and paid to Seller as set forth on Schedule 2.2(a)

attached hereto.

(b) In addition, $1,500,000.00 (the "Approval-Based Holdback") shall

be retained by Buyer and paid to Seller not more than fifteen (15) days

after Buyer (or an Affiliate thereof) has obtained all material permits,

licenses, consents, and approvals required by the North Carolina

Department of Environment and Natural Resources ("DENR") for the operation

of a transfer station/materials recovery facility at a site in the county

of Guilford or Forsyth, North Carolina approved and purchased by Buyer

(which approval and purchase of a site identified by Seller shall not be

unreasonably withheld or delayed); provided, however, that Seller may

elect to forego all payments pursuant to this Section 2.2(b) by notifying

(pursuant to Section 12.4 herein) Buyer of such election, and provided

further, that all obligations of Buyer pursuant to this Section 2.2(b)

shall terminate on the third anniversary of the Closing Date; and provided

further, that Buyer shall pay Seller the Approval-Based Holdback

regardless of whether Seller is in any way responsible for Buyer or any of

the Companies (or any Affiliates of any of the Companies) obtaining such

permits, licenses, consents, and approvals within said three-year period,

except if Seller is not responsible, to a material extent, for Buyer or

any of its Affiliates obtaining such permits, licenses, consents, and

approvals within such period, then the Approval-Based Holdback will be

reduced by the amounts of the reasonable costs incurred by Buyer to obtain

same, but in no event may such reduction exceed $100,000 so as to cause

Seller to receive less than $1,400,000. If, pursuant to the preceding

sentence, Buyer pays Seller less than $1,500,000, then Buyer will provide

such information as Seller may reasonably request that establishes the

amount of Buyer's cost to obtain the permit, license, consent or approval.

Fifty percent (50%) of the Approval-Based Holdback will be paid by Buyer

to Seller by wire transfer of immediately available funds to a bank

account designated by Seller, and fifty percent (50%) of the

Approval-Based Holdback will be paid by Buyer to Seller in the form of

Shares (as defined in Section (c) of Schedule 2.2(a)); provided, that the

number of Shares to be delivered to Buyer upon payment of the

Approval-Based Holdback shall be determined by dividing fifty percent

(50%) of the Approval-Based Holdback by the average of the closing price

per Share on each of the 10 Business Days immediately preceding the date

that Buyer (or an Affiliate thereof) has obtained all material permits,

licenses, consents, and approvals required by DENR as set forth above;

provided, further, that either Party, in its sole discretion, may elect to

pay, on the one hand, or receive, on the other hand cash in lieu of

Shares. In no event shall any payment of cash in lieu of Shares exceed

$750,000.00.

2.3 WORKING CAPITAL ADJUSTMENT. If the Companies' ratio of Current Assets

to Current Liabilities (each as defined in Article 11) is not *** to *** as of

the Closing Date, then the Purchase Price will be adjusted as follows:

(a) Prior to Closing, Seller shall estimate the Current Assets and

Current Liabilities of the Companies as of the Closing Date. In connection

therewith, Seller shall develop a worksheet and the basis for making the

computations of Current Assets and Current Liabilities (the "Worksheet")

that will also be used to determine the Actual Working Capital Adjustment.

If the estimated Current Liabilities exceed the estimated

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Current Assets, the amount of such excess shall be deducted on a *** basis

from the Adjusted Cash Purchase Price. If the estimated Current Assets

exceed the estimated Current Liabilities, the amount of such excess shall

be added on a *** basis to the Adjusted Cash Purchase Price. Any such

adjustment is referred to as the "Working Capital Adjustment." A form of

this Worksheet, reflecting Current Assets and Current Liabilities of the

Companies as of December 31, 2004, and supporting information is attached

hereto as Exhibit A for illustrative purposes only.

(b) Within 75 days after the Closing Date, Buyer shall deliver to

Seller a statement (the "Statement") setting forth what it believes are

the actual Current Assets and Current Liabilities as of the Closing Date,

together with the amount of the proposed Actual Working Capital

Adjustment. Buyer will prepare the Statement using the Worksheet in

accordance with the provisions of this Agreement and consistent with the

Worksheet. The Statement shall contain a supporting schedule detailing the

proposed Actual Working Capital Adjustment, and be accompanied with copies

of the work papers and back up materials used by Buyer in preparing the

Statement. If the Actual Working Capital Adjustment is a positive amount,

Buyer shall pay to Seller, within fifteen (15) days from the date of

delivery of the Statement, an amount equal to such positive amount. If the

Actual Working Capital Adjustment is a negative amount, Seller shall

promptly pay to Buyer, within fifteen (15) days from the date of delivery

of the Statement, an amount equal to such negative amount.

examine the work papers related to the preparation of the Statement and to

discuss the preparation of the Statement with WCA's and Buyer's accounting

personnel. If Seller disagrees with the calculation of the Actual Working

Capital Adjustment, it must deliver to Buyer, within 30 days after the

date Buyer delivered the Statement to Seller, a written description of

each such disagreement. Seller and Buyer will negotiate in good faith to

resolve any such disagreements. If, after a period of 30 days following

the date on which such written description is delivered, Seller and Buyer

have not resolved each such disagreement, then either Seller or Buyer will

be entitled to submit such disagreements to Grant Thornton LLP (the

"Resolution Accountants") so long as such submitting party provides

written notice of such submission to the nonsubmitting party. Within five

Business Days after receipt of such written notice, Seller and Buyer will

each deliver to the Resolution Accountants a written settlement offer

setting forth its calculation of the Actual Working Capital Adjustment

(each, a "Settlement Offer"). Buyer will grant (and will cause each of the

Companies to grant) to the Resolution Accountants reasonable access to

Buyer's and the Companies' books and records. WCA and Buyer will cause

their accounting personnel to discuss with the Resolution Accountants the

preparation of the Statement and the calculation of Actual Working Capital

Adjustment and to grant to the Resolution Accountants reasonable access to

the work papers of WCA's and Buyer's accountants and accounting personnel.

The Resolution Accountants will resolve the disagreements within 30 days

after the date on which they are engaged or as soon thereafter as

possible. The calculation of the Actual Working Capital Adjustment by the

Resolution Accountants will be binding upon the Parties. The cost of the

services of the Resolution Accountants will be borne by the Party whose

Settlement Offer differs the most from the working capital (i.e., the

difference of Current Assets minus Current

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Liabilities) as finally determined by the Resolution Accountants. If both

Settlement Offers differ equally, such cost will be borne half by Seller

and half by Buyer. If any Party fails to deliver a Settlement Offer in

accordance with this Section 2.3(c), such cost will be borne by such

Party.

2.4 EXCLUDED ASSETS. Prior to Closing, the Companies will distribute to

Seller, and the Purchase Price will not relate to, the following property, which

property will not be directly or indirectly conveyed to Buyer (the "Excluded

Assets"):

(a) The CBI Magnum Force Grinder (SN: 0570), as more fully described

on that certain invoice (Invoice Number 2079) from D. H. Griffin of Texas,

Inc. to the Company dated September 8, 2003 (referred to in the

negotiations as the portable grinder).

(b) The land described in the attachments to Exhibit B attached

hereto that is currently titled in the name of MRR High Point, LLC. Such

distribution shall be made pursuant to a special warranty deed which shall

include certain restrictions, all as set forth in the form attached hereto

as Exhibit B (the "Deed").

between High Point and Ernest W. and Jane D. Miller dated on or around

March 3, 2003 and that certain Agreement for Purchase and Sale of Real

Property between High Point and Edward L. Myrick dated on or around March

2003.

(d) All trade name, trademark and other rights to "MRR;" provided,

however, that Buyer may use "MRR" for a period not to exceed 120 days

following closing, so long as Buyer diligently pursues the substitution of

"WCA" for "MRR" during such period.

Notwithstanding anything to the contrary in this Agreement, the representations

and warranties in Article 3 shall not apply to Excluded Assets.

2.5 ALLOCATION OF PURCHASE PRICE. The Parties acknowledge and agree that

under the principles of Sections 301.7701-3(a) and (b)(ii) of the Treasury

Regulations the sale and assignment of the Membership Interests by Seller to

Buyer shall be treated for federal tax purposes as a sale of the assets of the

Companies by Seller to Buyer. The Purchase Price shall be allocated by the

Parties among the assets of the Companies in the manner required by Section 1060

of the Internal Revenue Code of 1986, as amended and consistent with Schedule

2.5 hereto (the "Allocation"), and the Parties hereby agree to adhere to the

Allocation in all reports, returns and other documents filed with any

governmental authority (including Internal Revenue Service Form 8594 and any

other filings required by Section 1060 of the Code); provided, however, that

nothing contained herein shall require any Party to contest or to litigate in

any forum any proposed deficiency or adjustment by any taxing authority or

agency which challenges the Allocation. Amounts of the Purchase Price allocated

to items included in Current Assets and Current Liabilities will be subject to

appropriate adjustment to reflect the final determination of Current Assets,

Current Liabilities and the Working Capital Adjustment in accordance with

Section 2.3.

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2.6 BREAK-UP FEE. If the transactions to be consummated at Closing are not

consummated on or before March 1, 2005, then WCA shall pay Seller, on or before

March 10, 2005 in immediately available funds, $1,250,000.00 in consideration

for the covenants and agreements of Seller set forth herein (the "Break-up

Fee"); provided, however, that WCA shall not be obligated to pay Seller the

Break-up Fee if, but only if, (a) the conditions set forth in Section 8.7

(determined without regard to (i) any condition or requirement that local

authorities may impose requiring DENR or any other state agency to issue any

permit, license, approval or franchise with respect to the transactions to be

consummated pursuant to, otherwise contemplated by, this Agreement prior to such

local authority issuing its permit, license, approval or franchise or (ii) any

issues relating to WCA or Buyer or their Affiliates) have not been satisfied or

waived in writing on or before March 1, 2005, (b) Buyer terminates this

Agreement as a result of the condition in Section 8.1 having not been satisfied,

after giving Seller written notice to cure the nonsatisfaction of such

condition, and Seller fails to cure same within 30 days following such notice or

Seller declines to cure same, or (c) Buyer terminates this Agreement as a result

of the condition in Section 8.2 having not been satisfied, after giving Seller

written notice to cure the nonsatisfaction of such condition, and Seller fails

to cure same within 30 days following such notice or Seller declines to cure

same. Payment of the Break-up Fee as set forth herein shall constitute a mutual

release by the parties with respect to all matters and obligations set forth

herein.

2.7 EXTENSION OPTION. If the Closing has not occurred prior to or on March

1, 2005, Buyer will have the option, to be exercised by giving written notice to

Seller on or before 12:00 noon (CST) on March 1, 2005, to pay the following

amount(s) by the following payment date(s) in order to extend the March 1st

termination dates in Sections 10.5(b) to the following termination date(s): (a)

$1,500,000 (the "Deposit"), plus $25,000 by March 1, 2005 to extend until March

7, 2005; (b) an additional $35,000 by March 7, 2005 to extend until March 14,

2005; (c) an additional $45,000 by March 14, 2005 to extend until March 21,

2005; and (d) an additional $55,000 by March 21, 2005 to extend until April 1,

2005; provided, however, that if Buyer has notified Seller of nonsatisfaction of

a condition in accordance with Section 2.6(b) or (c) and Seller is attempting to

cure such nonsatisfaction and such cure period extends beyond March 1, 2005,

then Buyer will still need to notify Seller in writing on or before 12:00 noon

(CST) on March 1, 2005, of its exercise of any options to extend under this

Section 2.7, but Buyer will not have to pay the amounts in clauses (a) - (d)

above until the earlier of the date of cure or waiver of the applicable

condition, if Buyer does not close on such earlier date. All of the

aforementioned payments (the "Payments") shall be made by Buyer to Seller via

wire transfer of immediately available funds and shall be accompanied by written

notice of the extension. The extensions in clauses (b), (c) and (d) are also

conditioned upon the proper exercise of each preceding potential extension. If

Buyer exercises any or all of the extensions above, (i) the Payments (including

the Deposit) shall be nonrefundable, (ii) the Payments shall be in lieu of the

Break-Up Fee and Section 2.6 shall be of no force or effect, (iii) the Deposit

will be applied toward the Cash Purchase Price if the Closing occurs prior to or

on the date the termination date was extended to under the applicable clause

(a), (b), (c) or (d) above and (iv) if the Closing does not occur, the Payments

will constitute a mutual release by the parties with respect to all matters and

obligations set forth herein.

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3. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants that all of the following representations

and warranties are true as of the date of this Agreement and shall be true on

the Closing Date:

3.1 DUE ORGANIZATION.

(a) Each of the Companies is a limited liability company duly

organized and validly existing under the laws of the State of North

Carolina. Copies of the Articles of Organization of each Company

(certified by the Secretary of State of North Carolina) are attached

hereto as Schedule 3.1(a).

(b) Seller is a limited liability company, duly organized and

validly existing under the laws of the State of North Carolina.

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

Seller 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 proceeding in equity or at law, and

(ii) has been duly authorized in accordance with the Articles of

Organization and Operating Agreement of Seller.

(b) The execution and delivery of this Agreement by Seller does not,

and the consummation of the transactions contemplated hereby by Seller

will not except as set forth on Schedule 3.2 hereof, (i) 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 upon any part of the property of Seller pursuant to

any provision of, any order, judgment, arbitration award, injunction,

decree, indenture, mortgage, lease, license, lien, or other agreement or

instrument to which Seller 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 Seller as amended to the date hereof.

3.3 MEMBERSHIP INTERESTS OF THE COMPANY. Seller is the sole member and

owns and otherwise holds, the only membership interest in each of the Companies.

Each Membership Interest has been duly authorized and validly issued, is owned

of record and beneficially by Seller and is free and clear of all liens,

encumbrances and claims of every kind. All of the 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 the

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 any

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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 any Company, or (b) contracts, arrangements or commitments,

written or otherwise, under which any 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 any Company or Seller) 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 any Company, and no

person has made or, to Seller's Knowledge, threatened to make any such claim. In

addition, none of the Companies has any 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.

3.5 SUBSIDIARIES. None of the Companies (a) presently owns, of record or

beneficially, or controls, 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, directly or indirectly, a participant

in any joint venture, partnership or other non-corporate entity.

3.6 PREDECESSOR STATUS; ETC. None of the Companies has been a subsidiary

or division of a corporation nor been a part of an acquisition which was later

rescinded.

3.7 FINANCIAL STATEMENTS.

(a) Seller has furnished to Buyer (and copies of which are attached

hereto as Schedule 3.7(a)): (i) each Company's balance sheet as of

December 31, 2003; (ii) each Company's income statement for the year

ending December 31, 2003; (iii) each of Recovery's and Reclamation's

balance sheet as of December 31, 2002; (iv) each of Recovery's and

Reclamation's income statement for the year ended December 31, 2002; and

(v) Reclamation's income statement for the year ended December 31, 2001.

The financial statements referred to in this subsection are herein

collectively referred to as the "Financial Statements."

(b) Seller has furnished to Buyer (and copies of which are attached

hereto as Schedule 3.7(b)): (i) each Company's balance sheet as of

November 30, 2004; and (ii) each Company's income statement for the period

beginning January 1, 2004 and ending November 30, 2004; provided, however,

that such interim financial statements are subject to normal, recurring

year-end adjustments and lack notes. The financial statements referred to

in this subsection are herein collectively referred to as the "Interim

Financial Statements."

Statements do as the date hereof and will as of the Closing Date, and each

Company's Post-Signing Financial Statements (as defined in Section 5.9)

will as of the Closing Date, fully and fairly set forth the financial

condition of such Company in all material respects 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

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

3.7(b) attached hereto.

3.8 LIABILITIES AND OBLIGATIONS. Except as disclosed in the Financial

Statements and Interim Financial Statements and arising in due course since

November 30, 2004, there are no liabilities of any Company required to be

disclosed pursuant to generally accepted accounting principles. Schedule 3.8(a)

lists all liabilities of any Company that are required to be recorded as such

pursuant to generally accepted accounting principles as of the Closing, except

for Current Liabilities and liabilities that will be discharged or assumed by

Seller at Closing (all such liabilities, if any, shall be referred to herein as

the "Retained Liabilities"). At the time of the Closing, Seller will deliver to

Buyer on Schedule 3.8(b) an accurate list of all of the liabilities of each of

the Companies that are required to be recorded as such pursuant to generally

accepted accounting principles as of the moment immediately preceding the

Closing that are not Current Liabilities, Funded Debt or Retained Liabilities

(the "Seller Assumed Liabilities").

3.9 THIS SECTION INTENTIONALLY DELETED.

3.10 ACCOUNTS AND NOTES RECEIVABLE. Seller has delivered to Buyer on

Schedule 3.10 an accurate list as of November 30, 2004 of each Company's

accounts and notes receivable, including receivables from and advances to Seller

and amounts which are not reflected in the most recent available balance sheet.

Seller shall provide Buyer with an aging of all accounts and notes receivable

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

3.11 PERMITS AND INTANGIBLES. Seller has delivered to Buyer on Schedule

3.11 an accurate list and summary description of all material 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 each 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 each Company's business in

all material respects, as constituted immediately prior to the Closing. Except

as set forth on Schedule 3.11 Seller has delivered to Buyer a description and

copies as of the date of this Agreement, of all of its material records,

reports, notifications, certificates of need, permits, pending permit

applications, and engineering 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. Seller has delivered to Buyer

on Schedule 3.12 an accurate list and a description as of the date hereof of all

material personal property, leases for equipment and real properties on which

are situated buildings, warehouses, workshops, garages and other structures used

in the operation of its business, and any option to purchase real property. All

leases set forth on Schedule 3.12 are in full force and effect and constitute

valid and binding agreements of Companies and, to Seller's Knowledge, the

parties (and their successors) thereto in accordance with their respective

terms. All fixed assets used by each Company in the operation of its business

are either owned by such Company or leased under an agreement indicated on

Schedule 3.12. Except as described on Schedule 3.12, each Company owns, leases

or otherwise has the rights to use all of the assets and properties it uses in,

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and that are material to, its business. Except for Permitted Exceptions and as

otherwise 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 any

Company.

3.13 CUSTOMERS; CONTRACTS AND COMMITMENTS.

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

the Companies' written contracts, written agreements and other written

instruments that will be outstanding immediately after the Closing (and

not discharged or otherwise terminated or assumed by Seller as a Seller

Assumed Liability at the Closing) (a) by which any Company is bound or

affected or (b) to which any Company is a party or by which any 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 Company or Seller 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 such Company's business, as presently

constituted.

(b) Except as set forth on Schedule 3.13(b): (i) this Agreement will

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

contract or agreement, and (ii) none of the Companies is bound by or

subject to (and no assets or properties of any Company are bound by or

subject to) any arrangement with any labor union.

is a party to any oral agreement that will be binding at or after the

Closing.

3.14 REAL PROPERTY. Except as set forth on Schedules 3.14(a) and 3.14(d)

attached hereto:

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

described on Schedule 3.14(a) (the "Company's Real Property," which does

not include any of the Excluded Assets or the Leased Property), free and

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

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

("Lien"), other than Permitted Exceptions, and no person has an option to

purchase all or any portion of such real property;

(b) Except for Permitted Exceptions, no Company's Real Property is

subject to any pending or, to Seller's Knowledge, threatened condemnation

Proceedings against all or part thereof;

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

use or occupy such Company's Real Property, nor has any 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 such

Company's Real Property; and

(d) Except for the leased property described on Schedule 3.14(d)

(the "Leased Property"), none of the Companies has ever owned, occupied,

or conducted operations on any lands, other than such Company's Real

Property.

3.15 INSURANCE. Seller has delivered to Buyer on Schedule 3.15 an accurate

list of all insurance policies on which any Company is a named insured. With

respect to such insurance policies and except as set forth on Schedule 3.15, (a)

there are no open claims and (b) there are no claims against any Company listed

on its insurance loss runs since December 18, 2002. Such insurance policies are

currently in full force and effect and such policies (or comparable policies)

shall remain in full force and effect through the Closing Date. No Company's

insurance has ever been canceled, and none of the Companies has ever been denied

coverage.

3.16 EMPLOYMENT MATTERS. Except as set forth on Schedule 3.16, none of the

Companies has ever had any employees.

3.17 PARACHUTE PROVISIONS. None of the Companies has ever been a party to

any employment agreements or any other agreements containing "parachute"

provisions, or any deferred compensation agreements.

3.18 BENEFIT PLANS; ERISA COMPLIANCE. Except as set forth on Schedule

3.16, none of the Companies have ever had any employees. Neither Seller nor any

ERISA Affiliate of Seller maintains or contributes to, and is not obligated to

maintain or contribute to, any defined benefit plan or any multi-employer plan

subject to Title IV of ERISA.

3.19 CONFORMITY WITH LAW.

(a) Each Company has complied in all material respects with, and

none of the Companies is 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 such Company or any of its assets

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

or, to Seller's Knowledge, threatened, against or affecting any 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 any Company or its business; and

to Seller's Knowledge no notice of any claim, action, suit or Proceeding,

whether pending or threatened, has been received by any Company.

(b) Each 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 all such laws, rules, ordinances,

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decrees and orders relating to intellectual property protection,

transportation, wage and hour, antitrust matters, consumer protection,

currency exchange, 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.

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

such laws, rules, ordinances, decrees or orders.

3.20 TAXES. Each Company has timely filed all requisite federal and other

Tax Returns for all fiscal periods ended on or before the Closing Date; there

are no open years, examinations in progress or claims against any Company for

federal and other Taxes (including penalties and interest) for any period or

periods prior to and including the Closing Date; and, except as set forth on

Schedule 3.20, no notice of any claim, whether pending or threatened, for Taxes

has been received. None of the Companies is a party to any Tax allocation or

sharing agreement (i.e., any agreement or arrangement for the payment of Tax

liabilities or payment for Tax benefits with respect to a consolidated, combined

or unitary Tax Return which includes any Company); there are no requests for

rulings in respect of any Tax pending by any Company with any tax authority;

except as set forth on Schedule 3.20, no penalty or deficiency in respect of any

Taxes which has been assessed against any Company remains unpaid; and, except as

set forth on Schedule 3.20, all taxes (whether or not shown on any Tax Return)

for all fiscal years ending on or before November 30, 2004 have been fully paid

or appropriate deposits or adequate accruals have been made therefor in the

Financial Statements of each Company. The amounts shown as accruals for Taxes on

the Interim Financial Statements of each Company as of November 30, 2004

delivered to Buyer as a part of Schedule 3.7 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, each Company has reserved an

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

is sufficient to pay any such Tax applicable to it. Copies of (a) any tax

examinations, (b) extensions of statutory limitations, and (c) the federal and

local income tax returns and franchise tax returns of each Company for the last

three (3) fiscal years, or such shorter period of time as each Company has

existed, are attached hereto as Schedule 3.20. For purposes of this Section

3.20, "Tax" shall mean any material amount of United States or other federal,

state, provincial, local or foreign income, gross receipts, property, sales,

goods and services use, license, excise, franchise, employment, payroll,

withholding, alternative or add-on minimum, ad valorem, transfer or excise tax,

or any other tax, custom, duty, governmental fee or other like assessment or

charge, together with any material amount of interest or penalty, imposed by any

governmental authority. "Tax Return" shall mean any return, report or similar

statement required to be filed with respect to any Tax (including any attached

schedules), including any information return, claim for refund, amended return

and declaration of estimated Tax.

3.21 THIS SECTION INTENTIONALLY DELETED.

3.22 GOVERNMENT CONTRACTS. Except as set forth on Schedule 3.22, none of

the Companies is now, or has ever been, a party to any governmental contract

subject to price redetermination or renegotiation.

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3.23 ABSENCE OF CHANGES. Except for the distribution and transfer of the

Excluded Assets on or before the Closing Date and except as set forth in

Schedule 3.23, since November 30, 2004, there has not been:

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

insurance), change in zoning, or, to Seller's Knowledge, change in any

law, rule, regulation, ordinance, or condition or term of any permit,

materially adversely affecting the properties or business of any Company;

(b) any change in the authorized or outstanding membership interests

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

rights or commitments;

respect of the membership interests or any direct or indirect redemption,

purchase or other acquisition of any of the membership interests of any

Company;

(d) to Seller's Knowledge, any proposed law or regulation or any

event or condition of any character, materially adversely affecting any

Company's business, as presently constituted;

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

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

(f) any cancellation, or agreement to cancel without receiving full

payment therefor, any material indebtedness or other material obligation

owing to any Company;

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

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

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

and assignment of any such assets, property or rights;

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

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

Company;

(i) any waiver of any material rights or claims of any Company;

(j) any material breach, amendment or termination of any material

contract, agreement, license, permit or other right to which any Company

is a party; or

(k) any material transaction by any Company outside the ordinary

course of its business.

3.24 DEPOSIT ACCOUNTS; POWERS OF ATTORNEY. Seller has delivered to Buyer

on Schedule 3.24 an accurate list as of the date of this Agreement, of:

(a) the name of each financial institution in which each Company has

accounts or safe deposit boxes;

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

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

access thereto.

No person, corporation, firm or other entity holds a general or special

power of attorney from any Company.

3.25 PROPRIETARY RIGHTS. Except as set forth on Schedule 3.25, none of the

Companies owns or has any right or interest in any material item of Intellectual

Property, or any license or assignment with respect thereto. None of the

Companies has granted to any third party a license or other authorization to use

any material item of Intellectual Property of such Company, and no third party

owns any ownership interest in or holds any claim, lien or other encumbrance

other than Permitted Exceptions, on such Company's Intellectual Property.

Neither of the Companies nor Seller has received any notification that any

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,

to Seller's Knowledge, threatened claim with respect to any such infringement,

unauthorized use or misappropriation. None of the Companies owes any third party

royalties for the use of Intellectual Property.

3.26 THIS SECTION INTENTIONALLY DELETED.

3.27 RELATIONS WITH GOVERNMENTS. None of the Companies, and to Seller's

Knowledge no member, manager, director, officer, agent, employee or other person

acting on behalf of any Company, has used any funds of any 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. None of the Companies, and to Seller's

Knowledge no member, manager, director, officer, agent, employee or other person

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

unlawful contributions, payments, gifts or expenditures.

3.28 RELATED PARTY TRANSACTIONS. Except as set forth on Schedule 3.28,

neither (a) any past or present officer, manager or member of any of the

Companies, nor (b) Seller, nor (c) any corporation, partnership, trust or other

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

the Companies, 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 material transaction with any Company, including

any agreement or other arrangement providing for the furnishing of material

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

Company, or otherwise requiring or contemplating any material payments by or to

any Company. Except as set forth in Schedule 3.28, Seller does not have any

claims against, or is owed any amounts (including, any bonuses, commissions,

royalties, rentals or other payments) by, any of the Companies.

3.29 ENVIRONMENTAL MATTERS. To the Knowledge of Seller, Seller has made

available to Buyer all of the correspondence, agreements, notices or other

documents it has in its possession directly related to the items set forth on

Schedule 3.29. To the Knowledge of Seller,

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Schedule 3.29 also contains a list of all sites used by any of the Companies to

dispose of C&D waste.

Except as set forth in Schedule 3.29 to the Knowledge of Seller:

(a) Each 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 any Company or any of its organizational

predecessors (individually, any "Business Facility," and collectively, the

"Business Facilities") and all operations of each Company and its Business

Facilities, are in material compliance and during their ownership or

operation by Seller have been in material compliance with all applicable

Environmental Laws;

(b) each Company and its Business Facilities have obtained and are

in material 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

such 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

such Company;

Business Facilities ("Ownership Term"), such Company and its Business

Facilities, and any operations thereon, have not been and are not

currently subject to an unresolved Environmental Claim;

(d) there are no Environmental Claims or investigations pending or

threatened, involving the release or threat of release of any Polluting

Substances from or on (i) any Business Facility of any Company, or (ii)

any other property where Polluting Substances generated by any Company or

originating from any Business Facility of any Company have been recycled,

stored, treated, released or disposed, or (iii) any property to which

Polluting Substances were transported by any Company or (iv) any property

on which any Company performs or performed or may be required to perform

Remediation;

(e) there are no Polluting Substances on any Business Facility of

any Company in an amount or concentration which would require reporting to

any governmental authority by any Company or Remediation by any Company to

comply with the requirements of Environmental Laws and which have not been

so reported;

(f) none of the Companies has undertaken Remediation or other

decontamination or cleanup of any facility or site or entered into any

agreement or extended any offer for the payment of costs associated with

such activity;

(g) there are no Environmental Claims for which any Company has

failed to notify its insurers within contractually required notice periods

or for which insurers have denied coverage or reserved their rights to

deny coverage;

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(h) none of the Companies is, as a result of the operation or

condition of any Business Facility of such Company or the businesses

thereon as conducted prior to or at Closing, subject to any: (i)

contingent liability in connection with any release or threatened release

of Polluting Substances into the environment other than the normal or

routine disposal of solid waste, whether on or off the Properties or any

Business Facility of such Company; (ii) reclamation, decontamination or

Remediation requirements under Environmental Laws, or any reporting

requirements related thereto, except for ordinary closure requirements

under Environmental Laws; or (iii) consent order, compliance order or

administrative order relating to or issued under any Environmental Law;

(i) except as referenced in the Environmental Permits, there are no

obligations, undertakings or liabilities arising out of or relating to

Environmental Laws which any Company has agreed to by contract;

(j) there are no, and there have never been any, storage tanks on or

under any Business Facility of any Company, and any Business Facility of

any Company containing such tanks during the Ownership Term has been

remediated, to the extent required by, and in compliance with all

Environmental Laws;

(k) no drinking water intakes or water wells exist within a two-mile

radius of any Business Facility of any Company, which have been impacted

by the operation of any Company and which could have an adverse effect on

the Environmental Permits; and

(l) there are no polychlorinated biphenyls on or in the Properties

or any Business Facility of any Company or any equipment or fixtures

thereon.

This Section 3.29 sets out all of Seller's representations and warranties

concerning or relating to environmental matters, including its representations

and warranties concerning or relating to Disposal, Environmental Claims,

Environmental Laws, Polluting Substances and Remediation and supersedes and

otherwise preempts all other provisions of this Article 3 (including Sections

3.2, 3.8, 3.11, 3.19 and 3.23) related to the same subject matter.

3.30 NO BROKER'S OR FINDER'S FEES. No agent, broker, investment banker,

person or firm has acted directly or indirectly on behalf of Seller or any

Company in connection with this Agreement or the transactions contemplated

herein who will be entitled to any broker's or finder's fee or any other

commission or similar fee or expense, directly or indirectly, in connection with

this Agreement or the transactions contemplated herein.

3.31 LITIGATION. Except as set forth in Schedule 3.31, there are no

Proceedings pending or, to the Knowledge of Seller, threatened against a