STOCK TRANSFER AGREEMENT

THIS STOCK TRANSFER AGREEMENT (this “ Agreement ”) is made and entered into as of the 24 day of August, 2009, by and among Amerex Companies, Inc., an Oklahoma corporation (“ Amerex ”), CAMOFI Master, LDC, a Cayman Islands limited duration company (“ Lender ”), and WES&A Holdings, LLC, a Missouri limited liability company, as designee of Lender.

WHEREAS, Lender and Amerex are parties to a Securities Purchase Agreement, dated as of November 21, 2005 (as further amended, modified or supplemented from time to time, the “ Purchase Agreement ”), pursuant to which Amerex originally issued 10% Senior Secured Convertible Notes due November 21, 2007 (the “ Notes ”), to Lender in the aggregate principal amount of $6,000,000; and

WHEREAS, pursuant to a series of letter agreements executed between December 19, 2007, and September 9, 2008, between Amerex and Lender, (i) the maturity date of the Notes was extended from November 21, 2007, to November 21, 2010, and the interest rate on the Notes was increased from 10% to 12%; (ii) Amerex issued to Lender a new promissory note in the aggregate principal amount of $5,141.648 (the “ New Note ”) and; (iii) Amerex issued and continues to issue to Lender additional promissory notes substantially identical to the Notes (the “ Additional Notes ”) representing additional monies loaned to Amerex, its parent company, the Amerex Group, Inc., and Waste Express, Inc., wholly owned subsidiary of Amerex (collectively, the “ Company ”) by Lender for operating expenses and certain interest payments due under the Notes and New Note; and

WHEREAS, on August 31, 2006, Amerex entered into an agreement with Lender for a line of credit of $1,500,000 (the “ LOC ”), which was subsequently increased to a maximum borrowing amount of $1,925,301; and

WHEREAS, Amerex executed in favor of Lender a Security Agreement dated November 21, 2005 (as further amended, modified or supplemented from time to time, the “ Security Agreement ”), granting Lender a security interest in certain collateral, including but not limited to goods, machinery, equipment, vehicles, rolling stock, inventory, contract rights, accounts and general intangibles, whether now owned or after-acquired, wherever situated, and all proceeds, products or accounts thereof (the “ Personal Property ”), including all of Amerex’s interest in 100% of the issued and outstanding common stock of Waste Express (the “ Stock ”), to secure all of the Company’s obligations under the Notes, New Note, Additional Notes and any other instruments, agreements or other documents executed or delivered in connection therewith, including any amendments, modifications or extensions (the “ Indebtedness ”); and

WHEREAS, the Purchase Agreement, the Notes, New Note, Additional Notes, LOC, Security Agreement and all other agreements, documents and instruments heretofore, now or hereafter executed in connection therewith are hereinafter collectively referred to as the “ Loan Documents ”); and

WHEREAS, the amount due and owing to Lender under the Loan Documents as of August 7, 2009 is approximately $27,891,959; and

WHEREAS, one or more material defaults now exist under the terms of the Loan Documents, including, without limitation, the Company’s failure to pay amounts currently due and owing; and

WHEREAS, Amerex acknowledges that Lender has no further commitment or obligation to make any additional loans, advances or other credit accommodations to the Company under any of the Loan Documents and that Lender is entitled to immediately exercise all of its rights and remedies under the Loan Documents, and as otherwise provided by law, which rights and remedies include, but are not limited to, foreclosing on its security interests in and/or liens on any or all of the Stock; and

WHEREAS, Amerex is unable and/or unwilling to cure said defaults and Lender is left to pursue its various remedies available to it under the Loan Documents; and

WHEREAS, Amerex has consulted with counsel as to the business and legal aspects of the matter.

NOW, THEREFORE, in consideration of the mutual covenants hereof and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto do hereby agree as follows:

1.             Accuracy of Recitals .  The foregoing recitals are true and correct and are deemed to be a part of this Agreement.

2.             Absolute Conveyance and Right of Redemption .  In consideration for partial satisfaction of the Indebtedness, Amerex hereby irrevocably transfers and conveys to Lender (or its designee) all of its right, title and interest in the Stock.  The conveyance of Stock by Amerex under this Agreement is intended to be and is acknowledged by Amerex to effect an absolute conveyance and unconditional transfer of its interest in the Stock and all right, title, interest, income, issues, revenues, royalties and profits in connection therewith as of the date hereof, and is not given as security; provided, however, title to the Stock shall remain subject to the Security Agreement to the full extent of the Indebtedness and all obligations arising thereunder.  In the event that, contrary to the foregoing, it is at any time hereafter determined that Amerex had any equitable and/or statutory rights of redemption for the Stock, then, for the consideration herein set forth, Amerex hereby sells, transfers and conveys such rights to Lender or its designee and waives for itself any and all equitable or statutory rights of redemption with respect to the Stock.

3.             Representations, Warranties, and Covenants .  Amerex represents, warrants, acknowledges and covenants as follows:

(a)   Amerex is a corporation duly organized, validly existing and in good standing under the laws of the State of Oklahoma with full power and authority to own, lease, use and operate its properties and to carry on its business as and where owned, leased, used, operated and conducted.

(b)   Waste Express is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri with full power and authority to own, lease, use and operate its properties and to carry on its business as and where owned, leased, used, operated and conducted.

(c)   The Stock was and is duly authorized, validly issued, fully paid and nonassessable, and free from all taxes, liens, pledges, mortgages, hypothecations, deeds of trust, charges, claims and encumbrances of any nature whatsoever (collectively, “ Liens” ) and shall not be subject to preemptive rights or similar rights of stockholders of Amerex and will not impose personal liability upon the holder thereof, and Lender (or its designee) will receive good title with respect thereto free of any Liens.

(d)   The Stock conveyed consists of 2,000 shares of issued and outstanding common stock of Waste Express, issued to Amerex, and constitutes all of the issued and outstanding common stock of Waste Express and there are no securities issued and outstanding nor has Amerex entered into any agreement, arrangement or understanding to issue any securities which are convertible into or exchangeable or exercisable for any common stock of Waste Express.  A true and correct copy of the certificate for the Stock is attached hereto as Exhibit A .

(e)   No notice of any unresolved violation of any statute, law or ordinance has been received from any governmental authority having jurisdiction over the Stock, except as set forth in Exhibit F to the Agreement, including the federal and state tax liens.

(f)   Amerex has not sold, assigned, conveyed, transferred, mortgaged, hypothecated, pledged or encumbered or otherwise permitted any Lien to be incurred with respect to the Stock, or any portion thereof, except for the Security Agreement.

(g)   It has all requisite power and authority to enter into and perform its obligations under this Agreement and the transactions contemplated herein.  All acts and other proceedings required to be taken by, or taken on the part of each to authorize it to carry out this Agreement and consummate the conveyance and other transactions contemplated herein have been duly and properly taken.

(h)   The execution and delivery of this Agreement and the performance by it of all transactions contemplated by this Agreement (including the execution and delivery of all documents required by this Agreement to be executed and delivered by it) do not breach any contractual covenants or restrictions between it and any third party; do not conflict with or violate any provision of its Articles of Incorporation or By-laws, as each may have been amended to date; do not create or cause to be created any Lien on the Stock, other than those permitted by this Agreement; do not conflict with any applicable laws or with any applicable public or private restrictions; do not require any consent or approval of any public or private authority; will not result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to Amerex or by which any property or asset of Amerex is bound or affected; and are not threatened with invalidity or unenforceability by any action, proceeding (including bankruptcy or insolvency proceedings), investigation pending or threatened by or against it or the Stock.

(i)   The intent of Amerex in entering into this Agreement and effecting the transfer and conveyances contemplated herein is not, and shall not be, intended to hinder, delay or defraud any creditors of Amerex.  Amerex believes that the outstanding indebtedness under the Loan Documents exceeds the value of the Stock, the conveyance documents are not intended as a preference or fraudulent conveyance as defined in the United States Bankruptcy Code of 1978, as amended (the “ Code ”), as against any other creditor of Amerex.  As of the date hereof, there is no other person or entity nor any other creditors whose rights would be prejudiced by such conveyance of the Stock by Amerex.  In executing and delivering the conveyance documents, it is Amerex’s intention not to prejudice the rights of any such other creditor; and Amerex is not obligated upon any debt whereby any Lien has been created or exists against the Stock, which Lien is senior to the Lien and security interests of the Loan Documents given to Lender.  The conveyance of the Stock and the releases described herein are intended by Amerex to be, and are made as, a contemporaneous exchange for new value to Amerex, and Amerex has not entered into this Agreement to provide preferential treatment to Lender or any other creditor.

(j)   This Agreement represents Amerex’s efforts to reorganize and restructure its financial obligations with respect to the Stock and the Indebtedness and therefore Amerex agrees that it will not seek relief under the Code.  Amerex further agrees that, should a voluntary or involuntary bankruptcy be filed by or against any Amerex, it will not contest a motion to dismiss, to abstain or to lift the automatic stay, based upon this Agreement and the settlement it contemplates.  Amerex further acknowledges that the exercise of any bankruptcy court’s discretion to determine to dismiss or suspend the proceeding pursuant to 11 U.S.C. § 305(a)(1) is not reviewable by appeal or otherwise pursuant to the provisions of 11 U.S.C. § 305(c).  Amerex h