FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT (the “ Amendment ), dated as of October 28, 2008 (the “ Effective Date ”), is entered into by and among Waste Connections of Washington, Inc., a Washington corporation (“ WCWI ”) on the one hand, and Land Recovery, Inc., a Washington corporation (“ LRI ”), Resource Investments, Inc., a Washington corporation (“ RII ” and, together with LRI, the “ Selling Unitholders ”), and Norman LeMay, in his capacity as the Stakeholders’ Representative under the Agreement (defined below) on the other hand, with reference to the following facts:

WHEREAS, WCWI and the Selling Stakeholders entered into that certain Equity Purchase Agreement (the “ Agreement ”), dated as of August 1, 2008, whereby WCWI agreed to purchase from the Selling Unitholders all of their membership interests of Pierce County Recycling, Composting and Disposal, LLC, a Washington limited liability company (the “ LLC ”), and all of their respective shares of capital stock of Pierce County Landfill Management, Inc., a Washington corporation; and

WHEREAS, WCWI, the Selling Unitholders and Norman LeMay, acting in his capacity as the Stakeholders’ Representative pursuant to Section 7.4 of the Agreement, desire to amend the Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements, representations, warranties, provisions and covenants herein contained, the parties hereto, each intending to be bound hereby, agree as follows:

1.            Definitions .  Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.

2.            Amendment to Section 1.2 .  Section 1.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

“ 1.2           Purchase Price and Payment.

“ (a)           Purchase Price .   At the Closing, in full consideration for the purchase and sale of the Subject Units, WCWI shall pay or cause to be paid to the Selling Unitholders the aggregate amount of one hundred three million six hundred sixty-five thousand two hundred ninety-five dollars and fifty-three cents ($103,665,295.53) (the “ Purchase Price ”), which shall be paid to the Selling Unitholders by wire transfer, in the respective amounts and to the respective bank accounts specified for the Selling Unitholders on Schedule 1. 2, and which amount includes:

(i)           $1,100,000.00, in payment of 49% of all earnings before interest, taxes, depreciation and amortization of the LLC from the Closing Date through November 30, 2008, based on the good faith forecast of WCWI as of the Closing Date (the “Estimated EBITDA”); and

(ii)           $2,565,295.53, in payment of LRI’s and RII’s pro rata share of all Cash (as defined below) of the LLC as of October 31, 2008, subject to Section 6.7.6 of the LLC Operating Agreement.  The term "Cash" for purposes of this Section 1.2(a)(ii) shall mean book cash (bank cash minus outstanding checks, and not solely bank cash) of the LLC as of October 31, 2008, and (A) shall include all amounts accrued and owed to the LLC by any of its members or their Affiliates as of October 31, 2008 (including any amount owed for any service provided by the LLC to any of its members or their Affiliates through such date), all of which  amounts shall be paid to the LLC, on or prior to the Closing Date, by the member or Affiliate that owes such