WASTE CONNECTIONS INC/DE, S-4, 1998-10-13

WASTE CONNECTIONS INC/DE
S-4, 1998-10-13
REFUSE SYSTEMS

Previous: WASTE CONNECTIONS INC/DE, S-4MEF, 1998-10-13

Next: IVI CHECKMATE CORP, 8-K/A, 1998-10-13

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 13, 1998.
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

WASTE CONNECTIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 4953 94-3283464
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

2260 DOUGLAS BOULEVARD, SUITE 280
ROSEVILLE, CALIFORNIA 95661
(916) 772-2221
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

RONALD J. MITTELSTAEDT
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN
WASTE CONNECTIONS, INC.
2260 DOUGLAS BOULEVARD, SUITE 280
ROSEVILLE, CALIFORNIA 95661
(916) 772-2221
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

COPIES OF ALL COMMUNICATIONS TO:

CAROLYN S. REISER, ESQ.
SHARTSIS, FRIESE & GINSBURG LLP
ONE MARITIME PLAZA, 18TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
(415) 421-6500

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

CALCULATION OF REGISTRATION FEE(2)

<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value.............. 3,000,000 shares $52,218,750 $15,404.53
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based on the average high and low sales prices
of the Common Stock reported by the Nasdaq National Market on October 9,
1998.

(2) The Prospectus included in this Registration Statement also relates to
2,478,857 shares registered under Registrant's Registration Statement on
Form S-4 (Registration No. 333-59199), with respect to which Registrant paid
a filing fee of $13,665.48, and to 644,165 shares registered under
Registration Statement on Form S-4 filed under Rule 462(b) on October 13,
1998, with respect to which Registrant paid a filing fee of $3,307.69.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

Pursuant to Rule 429, the Prospectus included in this Registration Statement
also relates to Registrant's Registration Statement on Form S-4 (Registration
No. 333-59199) and to Registrant's Registration Statement on Form S-4 filed on
October 13, 1998, under Rule 462(b) to increase the number of shares covered by
the Registration Statement on Form S-4, Registration No. 333-59199.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

WASTE CONNECTIONS, INC.

CROSS REFERENCE SHEET SHOWING LOCATION IN THE
PROSPECTUS OF INFORMATION REQUIRED BY FORM S-4

<TABLE>
<CAPTION>
ITEM OF FORM S-4 LOCATION IN PROSPECTUS
---------------- ----------------------
<C> <S> <C>
1. Forepart of Registration Statement and Outside Front Cover Page
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages Inside Front Cover Page; Back Cover Page
of Prospectus
3. Risk Factors, Ratio of Earnings to Fixed Cover Page; Prospectus Summary; Risk
Charges and Other Information Factors; Selected Historical and Pro Forma
Financial and Operating Data
4. Terms of the Transaction *
5. Pro Forma Financial Information *
6. Material Contracts with the Company Being *
Acquired
7. Additional Information Required for Outstanding Securities Covered by this
Reoffering by Persons and Parties Deemed Prospectus*
Underwriters
8. Interests of Named Experts and Counsel Experts; Legal Matters
9. Disclosure of Commission Position on **
Indemnification for Securities Act
Liabilities
10. Information with Respect to S-3 Registrants **
11. Incorporation of Certain Information By **
Reference
12. Information with Respect to S-2 or S-3 **
Registrants
13. Incorporation of Certain Information By **
Reference
14. Information with Respect to Registrants Prospectus Summary; Summary Historical and
Other Than S-2 or S-3 Registrants Pro Forma Financial and Operating Data;
Price Range of Common Stock; Selected
Historical and Pro Forma Financial and
Operating Data; Management's Discussion and
Analysis of Financial Condition and Results
of Operations; Business
15. Information with Respect to S-3 Companies **
16. Information with Respect to S-2 or S-3 **
Companies
17. Information with Respect to Companies Other *
than S-3 or S-2 Companies
18. Information if Proxies, Consents or *
Authorizations are to be Solicited
19. Information if Proxies, Consents or *
Authorizations are not to be Solicited or
in an Exchange Offer
</TABLE>

- ---------------
* Not applicable or partially not applicable as of the filing of this
Registration Statement. Information, however, may be included in subsequent
amendments.

** Not applicable or the answer is negative.
<PAGE> 3

3,000,000 SHARES

[LOGO]

COMMON STOCK

This Prospectus relates to the offer and sale by Waste Connections, Inc. of
shares of its Common Stock at various times as consideration for the Company's
acquisition of solid waste collection, transportation, disposal and recycling
businesses. The prices of these shares will be reasonably related to the Common
Stock's market prices when the parties agree to an acquisition or when the
Company delivers the shares. Each time the Company sells shares under this
Prospectus, it will provide a supplement (a "Prospectus Supplement") or a
post-effective amendment (a "Post-Effective Amendment") to this Prospectus,
which will specify the number of shares issued and the issue price per share,
and update the information in this Prospectus.

On October 9, 1998, the Company had 9,256,378 shares of Common Stock
outstanding. The Company's Common Stock is traded on the Nasdaq National Market
(symbol: WCNX). On October 9, 1998, the last sale price of the Common Stock on
the Nasdaq National Market was $17.5625 per share.
The Company's executive offices are located at 2260 Douglas Boulevard, Suite
280, Roseville, California 95661, and its telephone number is (916) 772-2221.

SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS THAT
PROSPECTIVE INVESTORS IN COMMON STOCK SHOULD CONSIDER.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------

The date of this Prospectus is October , 1998.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO
THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE> 4

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-4 (the "Registration
Statement"). This Prospectus, which forms a part of the Registration Statement,
omits some of the information included in the Registration Statement. You should
refer to the Registration Statement and its exhibits for further information.

The Company files annual, quarterly and special reports, proxy statements and
other information with the Commission. You may read and copy the Registration
Statement and any reports, statements or other information on file at the
Commission's public reference rooms in Washington, D.C., Chicago, Illinois and
New York, New York. Please call the Commission at 1-800-732-0330 for further
information on the public reference rooms. You can also request copies of those
documents by writing to the Commission; you will be charged a duplicating fee.
The Company's Commission filings are also available to the public from
commercial document retrieval services and at the web site the Commission
maintains at "http://www.sec.gov." The Company's Common Stock is listed on the
Nasdaq National Market, and you may also inspect and copy the Company's
Commission filings at the offices of the National Association of Securities
Dealers, Inc., located at 1735 K Street, N.W., Washington, D.C. 20549.

2
<PAGE> 5

PROSPECTUS SUMMARY

This summary highlights some information from this Prospectus. It may not
contain all of the information that is important to you. To understand this
offering fully, you should read the entire Prospectus carefully, including the
risk factors and the financial statements. Unless otherwise specified, all
references to the "Company" or "Waste Connections" mean Waste Connections, Inc.
and its subsidiaries, and all references to "solid waste" mean non-hazardous
solid waste.

THE COMPANY

Waste Connections is a regional, integrated solid waste services company that
provides solid waste collection, transfer, disposal and recycling services in
secondary markets of the Western U.S. As of October 1, 1998, the Company served
more than 200,000 commercial, industrial and residential customers in
California, Idaho, Nebraska, Oklahoma, Oregon, South Dakota, Utah, Washington
and Wyoming. The Company currently owns and operates 22 collection operations,
five transfer stations and one Subtitle D landfill, and operates an additional
five transfer stations, one Subtitle D landfill and three recycling facilities.
See "Business -- Introduction" and "-- Services."

Waste Connections was founded in September 1997 to execute an acquisition-based
growth strategy in secondary markets of the Western U.S. The Company has
acquired 31 solid waste services related businesses since its formation. It has
identified more than 300 independent operators of such businesses in the states
where it currently operates and believes many of those may be suitable for the
Company to acquire. The Company is also currently assessing potential
acquisitions of solid waste services operations in Colorado, Kansas, Montana and
Texas. See "Business -- Acquisition Program."

The Company has targeted secondary markets in the Western U.S. because it
believes that (i) a large number of independent solid waste services companies
suitable for acquisition by the Company are located in these markets; (ii) there
is less competition in these markets from large, well-capitalized solid waste
services companies; and (iii) these markets have strong projected economic and
population growth rates. In addition, the Company's senior management team has
extensive experience acquiring and operating solid waste services businesses in
the Western U.S.

The Company has developed a market-based operating strategy tailored to the
competitive and regulatory factors that affect its markets. In certain Western
U.S. markets, where waste collection services are governed by exclusive
franchise agreements, municipal contracts and governmental certificates
(referred to in Washington as "G certificates"), the Company generally intends
to pursue a collection-based operating strategy. In these markets, the Company
believes that controlling the waste stream by providing collection services
under exclusive franchise agreements, municipal contracts and governmental
certificates is often more important to a solid waste services company's growth
and profitability than owning or operating landfills. In markets where the
Company considers ownership of landfills advantageous due to competitive and
regulatory factors, the Company generally intends to pursue an integrated,
disposal-based strategy. See "Business -- Strategy."

The Company's objective is to build a leading solid waste services company in
the secondary markets of the Western U.S. by (i) acquiring collection, transfer,
disposal and
3
<PAGE> 6

recycling operations in new markets and through "tuck-in" acquisitions in
existing markets; (ii) securing additional exclusive franchises, municipal
contracts and governmental certificates; (iii) generating internal growth in
existing markets by increasing market penetration and adding services to its
existing operations; and (iv) enhancing profitability by increasing operating
efficiencies of existing and acquired operations. The Company believes that the
experience of the members of its senior management team and their knowledge of
and reputation in the solid waste industry in the Company's targeted markets
will give the Company competitive advantages as it pursues its growth strategy.
See "Business -- Strategy."

The Company was incorporated in Delaware in 1997. Its principal executive
offices are located at 2260 Douglas Boulevard, Suite 280, Roseville, California
95661, and its telephone number is (916) 772-2221.

RECENT DEVELOPMENTS SINCE MAY 1998 INITIAL PUBLIC OFFERING

RECENT ACQUISITIONS

From its initial public offering in May 1998 to October 1, 1998, the Company
acquired 21 solid waste services businesses, including 21 collection operations,
one Subtitle D landfill, seven transfer stations and two recycling operations
representing approximately $32 million in annual revenue. These acquisitions
took the Company into five new markets in four new states: Nebraska, Oklahoma,
Oregon and Utah. The acquired businesses included "tuck in" acquisitions in
pre-existing markets, new market entries and "tuck in" acquisitions in the new
markets.

EXPANDED CREDIT FACILITY

On May 29, 1998, the Company entered into a new credit facility with a syndicate
of banks led by BankBoston, N.A., which among other things, increased the
Company's borrowing capacity from $25.0 million to $60.0 million, modified
certain covenants and lowered the Company's overall borrowing costs. As of
September 30, 1998, the aggregate outstanding principal indebtedness under the
credit facility was approximately $37.6 million.

On September 16, 1998, the Company received a preliminary letter of commitment
to amend and increase its credit facility with a syndicate of banks led by
BankBoston, N.A. The amendment will, among other things, increase the Company's
borrowing capacity from $60.0 million to $120.0 million and modify certain
covenants and may lower borrowing costs.
4
<PAGE> 7

WASTE CONNECTIONS, INC.

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION PRO FORMA SIX MONTHS ENDED
(SEPTEMBER 9, 1997) YEAR ENDED JUNE 30, 1998
THROUGH DECEMBER 31, -------------------------
DECEMBER 31, 1997 1997(1) ACTUAL PRO FORMA(1)
------------------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues........................ $ 6,237 $ 45,301 $ 18,520 $ 25,144
Cost of operations.............. 4,703 33,875 12,830 17,342
Selling, general and
administrative................ 619 5,043 1,868 2,564
Depreciation and amortization... 354 2,984 1,359 1,877
Start-up and integration........ 493 493 -- --
Stock compensation.............. 4,395 4,395 441 441
---------- ---------- ---------- ----------
Income (loss) from operations... (4,327) (1,489) 2,022 2,920
Interest expense................ (1,035) (3,527) (731) (1,631)
Other income (expense), net..... (36) 208 -- 29
---------- ---------- ---------- ----------
Income (loss) before income
taxes......................... (5,398) (4,808) 1,291 1,318
Income tax (provision)
benefit....................... 332 20 (717) (669)
---------- ---------- ---------- ----------
Net income (loss) before
extraordinary Item............ (5,066) (4,788) 573 649
Extraordinary item -- early
Extinguishment of debt, net of
income tax benefit of $165.... -- -- (815) (815)
---------- ---------- ---------- ----------
Net loss........................ $ (5,066) $ (4,788) $ (242) $ (166)
========== ========== ========== ==========
Redeemable convertible preferred
stock Accretion............... (531) (531) (917) (917)
---------- ---------- ---------- ----------
Net loss applicable to common
Stockholders.................. $ (5,597) $ (5,319) $ (1,159) $ (1,083)
========== ========== ========== ==========
Basic loss per common share:
Loss before extraordinary
item....................... $ (2.99) $ (2.03) $ (0.09) $ (0.06)
Extraordinary item............ -- -- (0.22) (0.18)
---------- ---------- ---------- ----------
Net loss per common share....... $ (2.99) $ (2.03) $ (0.31) $ (0.24)
========== ========== ========== ==========
Shares used in calculating basic
net loss per share............ 1,872,567 2,623,883 3,714,027 4,449,905
Pro forma basic net loss per
share(2)...................... $ (1.16) $ (0.04)
========== ==========
Shares used in calculating pro
forma basic net loss per
share......................... 4,372,565 6,397,359
Pro forma diluted net loss per
share(2)...................... $ (0.03)
==========
Shares used in calculating pro
forma diluted net loss per
share......................... 7,749,050
</TABLE>

5
<PAGE> 8

<TABLE>
<CAPTION>
JUNE 30, 1998
DECEMBER 31, ----------------------
1997 ACTUAL PRO FORMA(3)
------------ ------- ------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash............................................. $ 820 $ 3,243 $ 3,585
Working capital.................................. 836 882 2,123
Property and equipment, net...................... 4,185 14,595 16,960
Total assets..................................... 18,880 79,448 100,256
Long-term debt(4)................................ 6,762 23,152 33,399
Redeemable convertible preferred stock........... 7,523 -- --
Total stockholders' equity (deficit)............. (551) 45,400 55,397
</TABLE>

- ---------------
(1) Assumes the Company's acquisitions of Shrader Refuse and Recycling Service
Company ("Shrader"), Arrow Sanitary Service, Inc. ("Arrow"), Madera Disposal
Systems, Inc. ("Madera") and the Company's predecessors occurred on January
1, 1997. See "Unaudited Pro Forma Financial Statements."

(2) Adjusted to reflect the conversion of all outstanding shares of redeemable
convertible Preferred Stock for the period from inception (September 9,
1997) through December 31, 1997, and the conversion of redeemable
convertible Preferred Stock and all outstanding shares of redeemable Common
Stock for the six months ended June 30, 1998, as if such conversions had
occurred as of the first day of each of the periods presented. See Note 11
of Notes to the Company's Financial Statements for an explanation of the pro
forma historical per share calculations.

(3) Assumes the Company's acquisition of Shrader occurred on June 30, 1998.

(4) Excludes redeemable convertible Preferred Stock.
6
<PAGE> 9

RISK FACTORS

You should carefully consider the following factors and other information in
this Prospectus before purchasing the shares of Common Stock offered by this
Prospectus. This Prospectus contains certain forward-looking statements that
involve risks and uncertainties. Discussions containing such forward-looking
statements are found in the material set forth under "Prospectus Summary," "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business," as well as in the Prospectus generally.
The cautionary statements contained in this Prospectus apply to all related
forward-looking statements wherever they appear in this Prospectus. The
Company's actual results could differ materially from those discussed here as a
result of various factors, including, but not limited to, those discussed below
and elsewhere in this Prospectus.

Limited Operating History; Integration of Completed Acquisitions. The Company
was formed in September 1997 and commenced operations on October 1, 1997.
Accordingly, the Company has only a limited operating history on which you may
evaluate its business and its prospects. You should consider the disclosures
about the Company in this Prospectus in light of the risks, expenses and
difficulties that companies frequently encounter in their early stages of
development. The Company's recently assembled senior management team may not be
able to manage the Company successfully or to implement the Company's operating
and growth strategies effectively.

The Company's growth and future financial performance depend significantly on
its ability to integrate acquired businesses into its organization and
operations. Part of the Company's strategy is to achieve economies of scale and
operating efficiencies by increasing its size through acquisitions. The Company
may not achieve these goals unless it effectively combines the operations of
acquired businesses with its existing operations. The Company's recently
assembled senior management team may not be able to integrate the Company's
completed and future acquisitions. Any difficulties the Company encounters in
the integration process could materially and adversely affect its business,
financial condition and operating results.

Growth Strategy Implementation; Ability to Manage Growth. The Company's growth
strategy includes (i) expanding through acquisitions, (ii) acquiring additional
exclusive franchise agreements and municipal contracts and (iii) generating
internal growth. Whether the Company can execute its growth strategy depends on
several factors, including the success of existing and emerging competition, the
availability of acquisition targets, the ability to maintain profit margins in
the face of competitive pressures, the ability to continue to recruit, train and
retain qualified employees, the strength of demand for the Company's services
and the availability of capital to support its growth.

From October 1, 1997, through October 1, 1998, the Company acquired 31 solid
waste services related business. The Company may grow rapidly at times, which
could significantly strain its management, operational, financial and other
resources. To maintain and manage its growth, the Company will need to expand
its management information systems capabilities and its operational and
financial systems and controls. The Company will also need to attract, train,
motivate, retain and manage additional senior managers, technical professionals
and other employees. Failure to do any of these things would materially and
adversely affect the Company's business, financial condition and operating
results. See "Business -- Strategy."

7
<PAGE> 10

Availability of Acquisition Targets. Although the Company has identified
numerous acquisition candidates that it believes are suitable, the Company may
not be able to acquire them at prices or on terms and conditions favorable to
the Company. The Company's failure to make acquisitions would limit its growth.
See "Business -- Strategy" and "-- Acquisition Program."

The Company competes for acquisition candidates with other entities, some of
which have greater financial resources than the Company. Increased competition
for acquisition candidates may make fewer acquisition opportunities available to
the Company, and may cause acquisitions to be made on less attractive terms,
such as higher purchase prices. Acquisition costs may increase to levels that
are beyond the Company's financial capability or that would adversely affect the
Company's operating results and financial condition. The Company's ability to
make acquisitions will depend in part on the relative attractiveness of shares
of the Company's Common Stock as consideration for potential acquisition
candidates. This attractiveness may depend largely on the relative market price
and capital appreciation prospects of the Common Stock compared to the stock of
the Company's competitors. If the market price of the Company's Common Stock
were to decline materially over a prolonged period of time, the Company's
acquisition program could be materially adversely affected.

Highly Competitive Industry. The solid waste services industry is highly
competitive and fragmented and requires substantial labor and capital resources.
Some of the markets in which the Company competes or will likely compete are
served by one or more large, national solid waste companies, as well as by
numerous regional and local solid waste companies of varying sizes and
resources, some of which have accumulated substantial goodwill. The Company also
competes with counties, municipalities and solid waste districts that maintain
their own waste collection and disposal operations. These operators may have
financial advantages over the Company, because of their access to user fees and
similar charges, tax revenues and tax-exempt financing. Some of the Company's
competitors may also be better capitalized, have greater name recognition or be
able to provide services at a lower cost than the Company. The Company's
inability to compete with governmental service providers and larger and better
capitalized companies could materially and adversely affect the Company's
business, financial condition and operating results.

The Company derives a substantial portion of its revenue from exclusive
municipal contracts and franchise agreements. Many of these will be subject to
competitive bidding at some time in the future. See "Business -- Services." The
Company intends to bid on additional municipal contracts and franchise
agreements. However, the Company may not be the successful bidder to obtain or
retain contracts that come up for competitive bidding. In addition, some of the
Company's customers may terminate their contracts before the end of the contract
term. Municipalities in Washington may by law annex unincorporated territory,
which would remove such territory from the area covered by G certificates issued
by the Washington Utilities and Transportation Commission. Such annexation could
reduce the areas covered by the Company's G certificates and subject more of the
Company's Washington operations to competitive bidding in the future. Moreover,
legislative action could amend or repeal the laws governing G Certificates,
which could materially and adversely affect the Company. See "Business -- G
Certificates." If the Company were not able to replace revenues from contracts
lost through competitive bidding or early termination or the renegotiation of
existing contracts with other revenues

8
<PAGE> 11

within a reasonable time period, the lost revenues could materially and
adversely affect the Company's business, financial condition and operating
results.

Intense competition exists not only to provide services to customers but also to
acquire other businesses within each market. Other companies have adopted or
will probably adopt the Company's strategy of acquiring and consolidating
regional and local businesses to develop a national presence. The Company
expects that increased consolidation in the solid waste services industry will
increase competitive pressures. See "Business -- Competition."

Potential Inability to Finance the Company's Potential Growth. The Company
expects to finance future acquisitions through cash from operations, borrowings
under its bank line of credit, the issuance of shares of the Company's Common
Stock and/or seller financing. If acquisition candidates are unwilling to
accept, or the Company is unwilling to issue, shares of the Company's Common
Stock as part of the consideration for such acquisitions, the Company may have
to use more of its available cash resources or borrowings under its credit
facility to fund acquisitions. If cash from operations and borrowings under the
credit facility are insufficient to fund acquisitions, the Company will need
additional equity and/or debt financing. The Company will also need to make
substantial capital expenditures to fund the development or acquisition of new
landfills, transfer stations and other facilities and the maintenance of such
properties. The Company may not have enough capital or be able to raise enough
additional capital on satisfactory terms to meet its capital requirements.

The Company's credit facility requires the Company to obtain the consent of the
lending banks before acquiring any other business for more than $7.0 million in
cash (including all liabilities assumed). If the Company is not able to obtain
such consent, it may not be able to complete certain acquisitions, which could
inhibit the Company's growth. The Company's credit facility also contains
financial covenants based on the Company's current and projected financial
condition after completing an acquisition. If the Company cannot satisfy these
financial covenants on a pro forma basis after completing an acquisition, it
would not be able to complete the acquisition without a waiver from its lending
banks. Whether or not a waiver is needed, if the results of the Company's future
operations differ materially from what the Company expects, the Company may no
longer be able to comply with the covenants in the credit facility. The
Company's failure to comply with such covenants may result in a default under
the credit facility, which would allow the Company's banks to accelerate the
date for repayment of debt incurred under the credit facility and materially and
adversely affect the Company's business, financial condition and operating
results. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources" and Note 12 of Notes
to the Company's Financial Statements.

Dependence on Management. The Company depends significantly on the services of
the members of its senior management team. The departure of any of those persons
might materially and adversely affect the Company's business, financial
condition and operating results. The Company currently maintains "key man" life
insurance with respect to Ronald J. Mittelstaedt, its President, Chief Executive
Officer and Chairman, in the amount of $3.0 million. See "Management." Key
members of the Company's management have entered into employment agreements with
the Company with terms ranging from three to five years. See
"Management -- Employment Agreements." These agreements may not be enforceable
by the Company.

9
<PAGE> 12

Geographic Concentration. The Company's operations and customers are located in
California, Idaho, Nebraska, Oklahoma, Oregon, South Dakota, Utah, Washington
and Wyoming. The Company expects to focus its operations on the Western U.S. for
at least the foreseeable future. The Company estimates that as of October 1,
1998, over 38% of the Company's total annualized revenues were from customers in
Washington. Therefore, the Company's business, financial condition and operating
results would be negatively affected by downturns in the general economy in the
Western U.S., particularly in Washington, and other factors affecting the
region, such as state regulations affecting the solid waste services industry
and severe weather conditions. In addition, the costs and time involved in
permitting, and the scarcity of, available landfills in the Western U.S. could
make it difficult for the Company to expand vertically in those markets. The
Company may not complete enough acquisitions in other markets to lessen its
geographic concentration. See "Business -- Strategy."

Seasonality of Business. Based on historic trends experienced by the businesses
acquired by the Company, the Company expects its operating results to vary
seasonally, with revenues typically lowest in the first quarter of the year,
higher in the second and third quarters, and lower in the fourth quarter than in
the second and third quarters. This seasonality reflects the lower volume of
solid waste generated during the late fall, winter and early spring months,
because of decreased construction and demolition activities during the winter
months in the Western U.S. In addition, certain of the Company's operating costs
should be generally higher in the winter months, because adverse winter weather
conditions slow waste collection activities, resulting in higher labor costs,
and greater precipitation increases the weight of collected waste, resulting in
higher disposal costs, which are calculated on a per ton basis. Because the
Company expects most of its operating expenses to remain fairly constant
throughout the fiscal year, it expects operating income to be generally lower in
the winter months. Future seasonal and quarterly fluctuations may materially and
adversely affect the Company's business, financial condition and operating
results. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

Government Regulation. The Company is subject to extensive and evolving
environmental laws and regulations. These have been enforced more and more
stringently in recent years because of greater public interest in protecting the
environment. These laws and regulations impose substantial costs on the Company
and affect the Company's business in many ways, including as set forth below and
under "Business -- Regulation." In addition, federal, state and local
governments may change the rights they grant to and the restrictions they impose
on solid waste services companies, and such changes could have a material
adverse effect on the Company.

To own and operate landfills, the Company must obtain and maintain licenses or
permits and zoning, environmental and/or other land use approvals. These
licenses or permits and approvals are difficult and time-consuming to obtain and
renew, and elected officials and citizens' groups frequently oppose them. See
"Business -- Legal Proceedings." The Company may not be able to obtain and
maintain the permits and approvals it needs to own or operate landfills
(including increasing their capacity), and failing to do so could materially and
adversely affect the Company's operating results and financial condition.

Extensive regulations govern the design, operation and closure of landfills.
These regulations include the regulations ("Subtitle D Regulations") that
establish minimum

10
<PAGE> 13

federal requirements adopted by the U.S. Environmental Protection Agency (the
"EPA") in October 1991 under Subtitle D of the Resource Conservation and
Recovery Act of 1976 ("RCRA"). If the Company fails to comply with these
regulations, it could be required to undertake investigatory or remedial
activities, curtail operations or close a landfill temporarily or permanently.
Future changes to these regulations may require the Company to modify,
supplement or replace equipment or facilities at substantial costs. The failure
of regulatory agencies to enforce these regulations vigorously or consistently
may give an advantage to competitors of the Company whose facilities do not
comply with the Subtitle D Regulations or their state counterparts. The
Company's financial obligations arising from any failure to comply with these
regulations could materially and adversely affect the Company's business,
financial condition and operating results. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."

Companies in the solid waste services business are frequently subject in the
normal course of business to judicial and administrative proceedings involving
federal, state or local agencies or citizens' groups. Governmental agencies may
seek to impose fines or penalties on the Company, to revoke or deny renewal of
the Company's operating permits, franchises or licenses for violations or
alleged violations of environmental laws or regulations, or to require the
Company to remediate potential environmental problems relating to waste that the
Company or its predecessors collected, transported, disposed of or stored. The
Company may also be subject to actions brought by individuals or community
groups in connection with its operations. Any adverse outcome in these
proceedings could have a material adverse effect on the Company's business,
financial condition and operating results and create adverse publicity about the
Company. See "Potential Environmental Liability" below and "Business -- Legal
Proceedings."

Potential Environmental Liability. The Company is liable for any environmental
damage that its solid waste facilities cause, including damage to neighboring
landowners or residents, particularly as a result of the contamination of soil,
groundwater or surface water, and especially drinking water. The Company may be
liable for damage resulting from conditions existing before it acquired such
facilities. The Company may also be liable for any off-site environmental
contamination caused by pollutants or hazardous substances whose transportation,
treatment or disposal the Company or its predecessors arranged. Any substantial
liability of the Company for environmental damage could materially and adversely
affect the Company's business, financial condition and operating results. See
"Business -- Regulation."

The Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA" or "Superfund"), imposes strict, joint and several
liability on the present owners and operators of facilities from which a release
of hazardous substances into the environment has occurred, as well as any party
that owned or operated the facility at the time of disposal of the hazardous
substances, regardless of when the hazardous substance was first detected.
CERCLA defines the term "hazardous substances" very broadly to include more than
700 substances that are specified under RCRA, have specific hazardous
characteristics defined under RCRA or are regulated under any of several other
statutes.

CERCLA imposes similar liability on generators of waste that contains hazardous
substances and on hazardous substance transporters that select the treatment,
storage or

11
<PAGE> 14

disposal site. All such persons, who are referred to as potentially responsible
parties ("PRPs"), generally are jointly and severally liable for the expense of
waste site investigation, waste site cleanup costs and natural resource damages,
regardless of whether they exercised due care and complied with all relevant
laws and regulations. These costs can be very substantial. Furthermore,
liability under CERCLA can be based on the existence of even very small amounts
of hazardous substances; unlike most of the other laws that regulate hazardous
substances, CERCLA does not require any minimum volume or concentration of a
hazardous substance to be present before imposing liability. It is likely that
hazardous substances have in the past come to be located in landfills that the
Company owns or operates. If any of the Company's sites or operations ever
experiences environmental problems, the Company could be subject to substantial
liability, which could materially and adversely affect its business, financial
condition and operating results. The Company has not been named as a PRP in any
action brought under CERCLA. See "Business -- Regulation."

Each business that the Company acquires or has acquired may have liabilities
that the Company fails or is unable to discover, including liabilities that
arise from prior owners' failure to comply with environmental laws. As a
successor owner, the Company may be legally responsible for these liabilities.
Even if the Company obtains legally enforceable representations, warranties and
indemnities from the sellers of such businesses, they may not cover fully the
liabilities. Some environmental liabilities, even if the Company does not
expressly assume them, may be imposed on the Company under various legal
theories, particularly under CERCLA. The Company's insurance program does not
cover liabilities associated with any environmental cleanup or remediation of
the Company's own sites. A successful uninsured claim against the Company could
materially and adversely affect the Company's business, financial condition and
operating results. See "Business -- Acquisition Program."

Limitations on Landfill Permitting and Expansion. The Company currently owns and
operates one landfill and operates another landfill. The Company's ability to
meet its growth objectives may depend in part on its ability to acquire, lease
and expand landfills and develop new landfill sites. As of October 1, 1998, the
estimated total remaining permitted disposal capacity of the Fairmead Landfill
in Madera County, California operated by the Company was approximately 600,000
tons, with approximately 3.5 million additional tons of disposal capacity in
various stages of permitting. As of that date, the estimated total remaining
permitted disposal capacity of the Red Carpet Landfill in Major County, Oklahoma
owned and operated by the Company was approximately 650,000 tons, with
approximately 1.7 million additional tons of disposal capacity in various stages
of permitting. The Company may not be able to obtain new landfill sites or
expand the permitted capacity of the Fairmead and Red Carpet Landfills when
necessary.

In some areas in which the Company operates, suitable land for new sites or
expansion of existing landfill sites may be unavailable. Operating permits for
landfills in states where the Company operates must generally be renewed at
least every five years. Obtaining required permits and approvals to build,
operate and expand solid waste management facilities, including landfills and
transfer stations, has become increasingly difficult and expensive. It often
takes several years, requires numerous hearings and compliance with zoning,
environmental and other requirements and is resisted by citizen, public interest
or other groups. The Company may not be able to obtain or maintain the permits
it requires to expand, and such permits may contain burdensome terms and
conditions. Even when

12
<PAGE> 15

granted, final permits to expand are often not approved until the remaining
permitted disposal capacity of a landfill is very low. Local laws and ordinances
also may affect the Company's ability to obtain permits to expand landfills. If
the Company were to exhaust its permitted capacity at a landfill, its ability to
expand internally would be limited, and the Company could be required to cap and
close that landfill and forced to dispose of collected waste at more distant
landfills or at landfills operated by its competitors. The resulting increased
costs would materially and adversely affect the Company's business, financial
condition and operating results. See "Business -- Services -- Landfills."

Alternatives to Landfill Disposal; Waste Reduction Programs. Alternatives to
landfill disposal, such as recycling, composting and incineration, are available
in some areas in which the Company operates. In addition, state and local
authorities increasingly require recycling and waste reduction at the source and
prohibit the disposal of certain types of wastes, such as yard wastes, at
landfills. These developments may reduce the volume of waste in certain areas.
For example, California has adopted plans that set goals for percentages of
certain solid waste items to be recycled, which are being phased in over the
next several years. Increased use of alternatives to landfill disposal may
materially and adversely affect the Company's business, financial condition and
operating results.

Potential Inadequacy of Accruals for Closure and Post-Closure Costs. The Company
may be required to pay closure and post-closure costs of landfills and any
disposal facilities that it owns or operates. The Company accrues for future
closure and post-closure costs of its owned landfills (generally for a term of
30 years after final closure of a landfill), based on engineering estimates of
consumption of permitted landfill airspace over the useful life of any such
landfill. The Company's obligations to pay closing or post-closing costs may
exceed the amount the Company accrued and reserved and other amounts available
from funds or reserves established to pay such costs. This could materially and
adversely affect the Company's business, financial condition and operating
results. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business -- Services -- Landfills."

Charges Related to Capitalized Expenditures. In accordance with generally
accepted accounting principles, the Company capitalizes some expenditures and
advances relating to acquisitions, pending acquisitions and landfill development
projects. As of June 1998, the Company had no capitalized expenditures relating
to landfill development projects and $2,912 in capitalized expenditures relating
to acquisitions and pending acquisitions. The Company expenses indirect
acquisition costs such as executive salaries, general corporate overhead, public
affairs and other corporate services as it incurs those costs. The Company
charges against earnings any unamortized capitalized expenditures and advances
(net of any portion thereof that the Company estimates it will recover, through
sale or otherwise) that relate to any operation that is permanently shut down,
any pending acquisition that is not consummated and any landfill development
project that the Company does not expect to complete. Therefore, the Company may
incur charges against earnings in future periods, which could materially and
adversely affect the Company's business, financial condition and operating
results. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

Potential Inability to Obtain Performance or Surety Bonds, Letters of Credit or
Insurance. Municipal solid waste services contracts and landfill closure
obligations may require the Company to obtain performance or surety bonds,
letters of credit, or other means of

13
<PAGE> 16

financial assurance to secure its performance. Some of the Company's existing
solid waste collection and recycling contracts require the Company to obtain
performance bonds, which it has obtained. If the Company in the future is not
able to obtain performance or surety bonds or letters of credit in sufficient
amounts or at acceptable rates, it may not be able to enter into additional
municipal solid waste services contracts or obtain or retain landfill operating
permits. Any future difficulty in obtaining insurance could also make it more
difficult for the Company to secure future contracts conditioned on the
contractor's having adequate insurance coverage. The Company's failure to obtain
means of financial assurance or adequate insurance coverage could materially and
adversely affect its business, financial condition and operating results. See
"Business -- Risk Management, Insurance and Performance Bonds."

Commodity Risk On Resale of Recyclables. The Company provides recycling services
to some of its customers. The sale prices of and demand for recyclable waste
products, particularly wastepaper, are frequently volatile and may affect the
Company's operating results. See "Business -- Services -- Recycling and Other
Services."

Potential Anti-Takeover Effect of Certain Charter and By-Law Provisions and
Delaware Law. Under the Company's Amended and Restated Certificate of
Incorporation (the "Restated Certificate of Incorporation") and Amended and
Restated By-Laws (the "Restated By-Laws"), the Company's Board of Directors is
divided into three classes of directors who serve staggered three-year terms. As
a result, approximately one-third of the Company's Board is elected each year.
The classified Board is intended to ensure continuity and stability in the
Board's composition and policies if another party attempts a hostile takeover of
the Company or initiates a proxy contest. The classification of the Board
extends the time required to change the control of the Board and may discourage
any hostile takeover bid for the Company. The classified Board may also make it
harder to remove the Company's incumbent management, even if such removal would
generally benefit stockholders. Therefore, it may discourage some tender offers.

The authorized capital of the Company includes 10,000,000 shares of "blank
check" Preferred Stock. No shares of Preferred Stock are currently outstanding.
The Company may issue Preferred Stock and determine its price, rights,
preferences, privileges and restrictions, including voting and dividend rights,
without stockholder approval. The rights of holders of Preferred Stock that the
Company may issue in the future may adversely affect the rights of the holders
of Common Stock. The issuance of Preferred Stock may make it more difficult for
a third party to acquire the Company. The Company has no present plan to issue
Preferred Stock.

The Company is subject to the anti-takeover provisions of Section 203 of the
Delaware General Corporation Law. That section generally prohibits the Company
from engaging in a "business combination" with an "interested stockholder" for
three years after the time that such stockholder became an interested
stockholder. Section 203 also could delay or prevent a change of control of the
Company. These provisions, and provisions of the Restated Certificate of
Incorporation and Restated By-Laws, may deter hostile takeovers or delay or
prevent changes in control or management of the Company, including transactions
in which stockholders might be paid more than current market prices for their
shares. These provisions may also limit stockholders' ability to approve
transactions that they believe are in their best interests. See "Description of
Capital Stock -- Preferred Stock" and "-- Certain Statutory, Charter and By-Law
Provisions."

14
<PAGE> 17

Subsequent Share Issuances; Shares Eligible for Future Sale. The market price of
the Company's Common Stock could drop if a large number of shares of Common
Stock are sold in the public market, or if market participants believe that such
sales could occur, or if the Company issues a large number of shares in
acquisitions. Such issuances could also make it more difficult for the Company
to fund acquisitions by issuing Common Stock. Shares issued under this
Registration Statement may generally be sold in the public market immediately
after they are issued. See "Shares Eligible for Future Sale."

Fluctuations in Quarterly Results; Potential Stock Price Volatility. The Company
believes that investors should not rely on period-to-period comparisons of its
operating results as an indication of future performance. Many factors,
including general economic conditions, government regulatory action,
acquisitions, capital expenditures and other costs related to expanding
operations and services, pricing changes and adverse weather conditions, may
cause the Company's operating results to fall below the expectations of
securities analysts and investors in future quarters. This would likely cause
the price of the Company's Common Stock to drop. In addition, the stock market
sometimes experiences large price and volume fluctuations generally. Although
these broad market fluctuations may not relate to the operating performance of
companies whose securities are publicly traded, they may cause the market price
of such companies' stock, including the Company's Common Stock, to drop. After
periods of volatility in the market price of a company's securities,
shareholders often bring class action lawsuits against that company. The Company
may be the target of such lawsuits in the future, which could be expensive and
divert management's attention and resources. This could materially and adversely
affect the Company's business, financial condition and operating results. In
addition, any adverse determination in any such lawsuit could subject the
Company to significant liabilities.

No Dividends. The Company does not intend to pay cash dividends on the Common
Stock. In addition, the Company's credit facility prohibits the Company from
paying dividends without the consent of the lenders. See "Dividend Policy."

Impact of the Year 2000. The Company will need to modify or replace portions of
its software so that its computer systems will function properly with respect to
dates in the year 2000 ("Year 2000") and afterwards. The Company expects to
complete those modifications and upgrades during 1999, at a total cost of
approximately $100,000. The Company has spent part of its Year 2000 budget on
replacing its billing systems in Maltby and Vancouver. Because the Company's
operations rely primarily on mechanical systems such as trucks to collect solid
waste, the Company does not expect its operations to be significantly affected
by Year 2000 issues. The Company's customers may need to make Year 2000
modifications to software and hardware that they use to generate records, bills
and payments relating to the Company. The Company does not rely on vendors on a
routine basis except for disposal sites. The Company brings waste to a site and
is normally billed based on tonnage received. The Company believes that if its
disposal vendors encounter Year 2000 problems, they will convert to manual
billing based on scale recordings until they resolve those issues.

15
<PAGE> 18

the Company and its vendors, banks and customers do not complete the required
Year 2000 modifications on time, the Year 2000 issue could materially affect the
Company's operations. The Company believes, however, that in the most reasonably
likely worst case, the effects of Year 2000 issues on its operations would be
brief and small relative to the Company's overall operations. The Company has
not made a contingency plan to minimize operational problems if the Company and
its vendors, banks and customers do not timely complete all required Year 2000
modifications.

DIVIDEND POLICY

The Company has never paid cash dividends on its Common Stock. The Company does
not currently anticipate paying any cash dividends on the Common Stock. The
Company intends to retain all earnings to fund the operation and expansion of
its business. In addition, the Company's credit facility restricts the payment
of cash dividends.

PRICE RANGE OF COMMON STOCK

The Company's Common Stock is traded on the Nasdaq National Market under the
symbol "WCNX." The following table shows the high and low sale prices for the
Common Stock for the period from May 22, 1998, the date of the Company's initial
public offering, through September 30, 1998.

<TABLE>
<CAPTION>
1998 HIGH LOW
---- ------- ------
<S> <C> <C>
Second Quarter (from May 22, 1998).......................... $ 20.75 $13.75
Third Quarter............................................... $23.375 $17.75
</TABLE>

On October 9, 1998, the last sale price of the Common Stock as reported by the
Nasdaq National Market was $17.5625 per share. See "Description of Capital
Stock."

16
<PAGE> 19

SELECTED HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING DATA

The following table presents selected historical and pro forma consolidated
statements of operations and balance sheet data of the Company and its
predecessors for the periods indicated.

The entities the Company acquired in September 1997 from BFI are collectively
referred to as the Company's predecessors. BFI acquired the predecessors during
1995 and 1996. Before being acquired by BFI, the predecessors operated as
separate stand-alone businesses. The selected financial information of the
Company's predecessors as of December 31, 1996, for the nine months ended
September 30, 1997, and for the years ended December 31, 1995 and 1996 is based
on audited financial statements included elsewhere in this Prospectus. The
selected financial information of the Company as of December 31, 1997, and for
the period from inception (September 9, 1997) through December 31, 1997, is
based on audited financial statements included elsewhere in this Prospectus. The
selected financial information of the Company's predecessors as of December 31,
1993, 1994 and 1995, and for the years ended December 31, 1993 and 1994 is based
on financial statements that have not been audited. The Company's selected
financial information as of June 30, 1998 and for the six months ended June 30,
1997 and 1998 is based on unaudited financial statements included elsewhere in
this Prospectus. The Company's management believes that the unaudited financial
data include all adjustments necessary to fairly present the financial position
and operating results for the unaudited periods. The Company's operating results
for the six months ended June 30, 1998 do not necessarily indicate the results
that may be expected for the year ended December 31, 1998. Various factors
affect the year-to-year comparability of the amounts presented. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Basis of Presentation" and "-- Results of Operations" for
additional information about the Company and its predecessors.

The selected pro forma financial information for the six months ended June 30,
1998 and for the year ended December 31, 1997, has been adjusted to reflect the
Company's acquisitions of Shrader, Arrow, Madera and the Company's predecessors
as of the dates and for the periods indicated. This information is based on
unaudited pro forma financial statements included elsewhere in this Prospectus.
The pro forma financial information does represent what the Company's results
actually would have been had those events occurred on the dates indicated, and
it does not project the Company's future results.

You should read the selected historical and pro forma financial information with
Management's Discussion and Analysis of Financial Condition and Results of
Operations, the audited and unaudited Financial Statements and Notes of the
Company and its predecessors, and the Unaudited Pro Forma Financial Statements
and Notes included in this Prospectus.

17
<PAGE> 20

WASTE CONNECTIONS, INC. AND PREDECESSORS

SELECTED HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>

FIBRES
INTERNATIONAL,
THE THE INC.
FIBRES DISPOSAL FIBRES DISPOSAL PERIOD FROM
INTERNATIONAL GROUP INTERNATIONAL, GROUP JANUARY 1, PREDECESSORS
INC. COMBINED INC. COMBINED 1995 ONE MONTH
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED THROUGH ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, NOVEMBER 30, DECEMBER 31,
1993 1993 1994 1994 1995 1995
------------- ------------ -------------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS
DATA(1):
Revenues.............. $3,787 $20,794 $5,610 $22,004 $7,340 $595
Cost of operations...... 2,737 16,775 4,432 18,298 5,653 527
Selling, general and
administrative...... 553 3,559 552 3,320 823 72
Depreciation and
amortization........ 428 520 642 606 715 74
------ ------- ------ ------- ------ ----
Income (loss) from
operations.......... 69 (60) (16) (220) 149 (78)
Interest expense...... (78) (390) (191) (548) (162) (1)
Other income
(expense), net...... 1 684 (2) 871 98 5
------ ------- ------ ------- ------ ----
Income (loss) before
income taxes........ (8) 234 (209) 103 85 (74)
Income tax (provision)
benefit............. -- (77) -- -- (29) --
------ ------- ------ ------- ------ ----
Net income (loss)....... $ (8) $ 157 $ (209) $ 103 $ 56 $(74)
====== ======= ====== ======= ====== ====

<CAPTION>
THE
DISPOSAL
THE GROUP
DISPOSAL COMBINED
PERIOD FROM PREDECESSORS
GROUP JANUARY 1, COMBINED
COMBINED 1996 PERIOD
YEAR ENDED THROUGH ENDED
DECEMBER 31, JULY 31, DECEMBER 31,
1995 1996 1996
------------ ---------- ------------
<S> <C> <C> <C>
STATEMENTS OF OPERATIONS
DATA(1):
Revenues.............. $19,660 $8,738 $13,422
Cost of operations...... 16,393 6,174 11,420
Selling, general and
administrative...... 3,312 2,126 1,649
Depreciation and
amortization........ 628 324 962
------- ------ -------
Income (loss) from
operations.......... (673) 114 (609)
Interest expense...... (206) (12) (225)
Other income
(expense), net...... -- 2,661 (147)
------- ------ -------
Income (loss) before
income taxes........ (879) 2,763 (981)
Income tax (provision)
benefit............. 298 (505) --
------- ------ -------
Net income (loss)....... $ (581) $2,258 $ (981)
======= ====== =======
</TABLE>

(See footnotes on page 20)

18
<PAGE> 21

<TABLE>
<CAPTION>
WASTE
CONNECTIONS, INC.
PREDECESSORS PERIOD FROM PREDECESSORS
COMBINED INCEPTION COMBINED WASTE CONNECTIONS, INC.
NINE MONTHS (SEPTEMBER 9, PRO FORMA SIX MONTHS SIX MONTHS ENDED
ENDED 1997) THROUGH YEAR ENDED ENDED JUNE 30, 1998
SEPTEMBER 30, DECEMBER 31, DECEMBER 31, JUNE 30, -------------------------
1997 1997 1997(2) 1997 ACTUAL PRO FORMA(2)
------------- ----------------- ------------ ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA(1):
Revenues.......................... $18,114 $ 6,237 $ 45,301 $11,784 $ 18,520 $ 25,144
Cost of operations................ 14,753 4,703 33,875 9,784 12,830 17,342
Selling, general and
administrative.................. 3,009 619 5,043 1,305 1,868 2,564
Depreciation and amortization..... 1,083 354 2,984 745 1,359 1,877
Start-up and integration.......... -- 493 493 -- -- --
Stock compensation................ -- 4,395 4,395 -- 441 441
------- ---------- ---------- ------- ---------- ----------
Income (loss) from operations..... (731) (4,327) (1,489) (50) 2,022 2,920
Interest expense.................. (456) (1,035) (3,527) (304) (731) (1,631)
Other income (expense), net....... 14 (36) 208 4 -- 29
------- ---------- ---------- ------- ---------- ----------
Income (loss) before income
taxes........................... (1,173) (5,398) (4,808) (350) 1,291 1,318
Income tax (provision) benefit.... -- 332 20 -- (717) (669)
------- ---------- ---------- ------- ---------- ----------
Net income (loss) before
extraordinary item.............. (1,173) (5,066) (4,788) (350) 573 649
Extraordinary item -- early
extinguishment of debt, net of
income tax benefit of $165...... -- -- -- -- (815) (815)
------- ---------- ---------- ------- ---------- ----------
Net income (loss)................. $(1,173) $ (5,066) $ (4,788) $ (350) $ (242) $ (166)
======= ========== ========== ======= ========== ==========
Redeemable convertible referred
stock accretion................. (531) (531) (917) (917)
---------- ---------- ---------- ----------
Net loss applicable to common
stockholders.................... $ (5,597) $ (5,319) $ (1,159) $ 1,083
========== ========== ========== ==========
Basic loss per common share:
Loss before extraordinary
item.......................... $ (2.99) $ (2.03) $ (0.09) $ (0.06)
Extraordinary item.............. -- -- (0.22) (0.18)
---------- ---------- ---------- ----------
Net loss per common share....... $ (2.99) $ (2.03) $ (0.31) $ (0.24)
========== ========== ========== ==========
Shares used in calculating basic
net loss per share.............. 1,872,567 2,623,883 3,714,027 4,449,905
Pro forma basic net loss per
share(3)........................ $ (1.16) $ (0.04)
========== ==========
Shares used in calculating pro
forma basic net loss per
share........................... 4,372,565 6,397,359
Pro forma diluted net loss per
share(3)........................ $ (0.03)
==========
Shares used in calculating pro
forma diluted net loss per
share........................... 7,749,050
</TABLE>

(See footnotes on following page)

19
<PAGE> 22
<TABLE>
<CAPTION>
FIBRES THE DISPOSAL FIBRES THE DISPOSAL THE DISPOSAL
INTERNATIONAL, GROUP INTERNATIONAL, GROUP PREDECESSORS GROUP
INC. COMBINED INC. COMBINED COMBINED COMBINED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1993 1993 1994 1994 1995 1995
-------------- ------------ -------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA(1):
Cash and equivalents......... $ 3 $ 196 $ 321 $ 203 $ 184 $ 961
Working capital.............. 494 (1,497) 155 (4,279) 90 2,498
Property and equipment,
net........................ 1,454 2,440 3,810 2,771 4,035 2,221
Total assets................. 3,325 7,455 6,317 7,318 9,151 6,942
Long-term debt(5)............ 1,167 1,258 2,353 90 149 6,890
Redeemable convertible
preferred stock............ -- -- -- -- -- --
Total stockholders' equity
(deficit).................. 991 (163) 3,045 (1,486) -- (2,067)

<CAPTION>
WASTE CONNECTIONS, INC.
PREDECESSORS -------------------------------------
COMBINED JUNE 30, 1998
DECEMBER 31, DECEMBER 31, ----------------------
1996 1997 ACTUAL PRO FORMA(4)
------------ ------------ ------- ------------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA(1):
Cash and equivalents......... $ 102 $ 820 $ 3,243 $ 3,585
Working capital.............. 695 836 882 2,123
Property and equipment,
net........................ 5,069 4,185 14,595 16,960
Total assets................. 15,291 18,880 79,448 100,256
Long-term debt(5)............ 89 6,762 23,152 33,399
Redeemable convertible
preferred stock............ -- 7,523 -- --
Total stockholders' equity
(deficit).................. -- (551) 45,400 55,397
</TABLE>

- ---------------
(1) The entities the Company acquired in September 1997 from BFI are
collectively called the Company's predecessors. BFI acquired the
predecessors at various times during 1995 and 1996, and prior to being
acquired by BFI, the predecessors operated as separate stand-alone
businesses. Various factors affect the year-to-year comparability of the
amounts presented. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Basis of Presentation" and
"-- Results of Operations" for additional information concerning the Company
and its predecessors.

(2) Assumes the Company's acquisitions of Arrow, Shrader, Madera and the
Company's predecessors occurred on January 1, 1997. See "Unaudited Pro Forma
Financial Statements."

(3) Adjusted to reflect the conversion of all outstanding shares of redeemable
convertible Preferred Stock for the period from inception through December
31, 1997, and the conversion of redeemable convertible Preferred Stock and
all outstanding shares of redeemable Common Stock for the six months ended
June 30, 1998, as if such conversions had occurred as of the first day of
each of the periods presented. See Note 11 of Notes to the Company's
Financial Statements included elsewhere herein for an explanation of the pro
forma historical per share calculations.

(4) Assumes the Company's acquisition of Shrader occurred on June 30, 1998.

(5) Excludes redeemable convertible Preferred Stock.

20
<PAGE> 23

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read this discussion in conjunction with the audited and unaudited
financial statements and other financial information in this Prospectus. This
Prospectus contains forward-looking statements that involve risks and
uncertainties. The Company's actual results may differ materially from those
discussed in the forward-looking statements because of various factors,
including, but not limited to, those listed in "Risk Factors" and the matters
discussed in this Prospectus generally.

OVERVIEW

Waste Connections is a regional, integrated solid waste services company that
provides solid waste collection, transfer, disposal and recycling services in
secondary markets of the Western U.S.

The Company generally intends to pursue an acquisition-based growth strategy and
has acquired 31 companies since its inception in September 1997. The Company
accounted for all of these acquisitions as purchases. Accordingly, the Company
has included the operating results of these acquired businesses in the Company's
financial statements only from the dates that the Company acquired them. The
Company expects a substantial part of its future growth to come from acquiring
additional solid waste collection, transfer and disposal businesses. Additional
acquisitions could continue to affect period-to-period comparisons of its
operating results. The Company also expects to invest in collection vehicles and
equipment, maintenance of existing equipment, and management information
systems, which should enable the Company to expand internally and through
acquisitions based on its existing infrastructure. The Company expects to fund
future acquisitions through cash from operations, borrowings under its bank line
of credit, the issuance of shares of the Company's Common Stock and/or seller
financing. As of October 1, 1998, the Company had consummated the following
acquisitions:

Initial Acquisitions. In September 1997, the Company joined with two other
parties to bid on certain solid waste and recycling businesses offered for sale
by BFI. The Company acquired the stock of Browning-Ferris Industries of
Washington, Inc., a provider of solid waste services to more than 78,000
customers through three municipal contracts and one G certificate in and around
Clark County, Washington, and the stock of its subsidiary, Fibres International,
Inc., a provider of solid waste services to more than 24,000 customers through
eight municipal contracts and one G certificate in King and Snohomish Counties,
Washington. The acquired companies subsequently changed their names to Waste
Connections of Washington, Inc. and Waste Connections International, Inc.,
respectively. The two other parties acquired selected BFI solid waste collection
and transportation assets and operations in Idaho, and BFI's recycling assets
and operations in Washington, Idaho and Oklahoma.

California Acquisitions. Effective February 1, 1998, the Company acquired the
stock of Madera, an integrated solid waste services company operating in north
central California. In connection with the Madera acquisition, the Company
acquired one franchise agreement and one municipal contract, pursuant to which
it serves more than 9,000 commercial, industrial and residential customers, and
agreements to operate two transfer stations, one Subtitle D landfill and one
recycling facility. On September 9, 1998, the Company acquired certain
collection assets from Youngclaus Enterprises, which "tuck in"

21
<PAGE> 24

to its Madera operations. On September 22, 1998, Curry Transfer and Recycling, a
wholly owned subsidiary of the Company, acquired certain business assets of
Harrell's Septic, which provides portable toilet and septic services in Crescent
City, California, Del Norte and Humboldt Counties, California and Curry County,
Oregon (see "Oregon Acquisitions" below).

Idaho Acquisitions. On January 30, 1998, the Company acquired the stock of Waste
Connections of Idaho, Inc., which provides solid waste collection services to
more than 10,000 customers in and around Idaho Falls and Pocatello, Idaho
through subscription agreements with residential customers and seven municipal
contracts. Waste Connections of Idaho, Inc., was formed in September 1997 by
affiliates of the Company for the purpose of acquiring certain assets of
Browning-Ferris Industries of Idaho, Inc. Effective March 1, 1998, the Company
acquired certain solid waste collection assets from Hunter Enterprises, Inc., a
solid waste services company located in eastern Idaho. These assets "tuck in" to
the Company's Idaho operations and serve approximately 2,800 residential and
commercial customers.

Nebraska Acquisitions. On July 31, 1998, a wholly owned subsidiary of the
Company merged into Shrader, which provides solid waste and recyclables
collection services to more than 22,500 customers in eastern Nebraska. On August
3, 1998, the Company acquired the stock of J&J Sanitation, Inc. and Big Red Roll
Off, Inc. (together, "J&J"), which together serve more than 9,500 customers in
eastern Nebraska. On September 18, 1998, Waste Connections of Nebraska, Inc., a
wholly owned subsidiary of the Company, acquired substantially all the assets of
Affiliated Waste Services, L.L.C., which provides solid waste collection and
transportation services to approximately 4,700 customers in Norfolk, NE. On the
same date, Waste Connections of Nebraska, Inc. acquired substantially all of the
assets of Wolff's Trashmasher and Haul It All Sanitary Service, two sole
proprietorships that provide solid waste collection and transportation services
to approximately 1,400 customers in Stanton and Norfolk, Nebraska and certain
unincorporated areas of Stanton, Nebraska.

Oklahoma Acquisitions. On June 5, 1998, the Company acquired the stock of B&B
Sanitation, Inc., Red Carpet Landfill, Inc. and Darlin Equipment, Inc.
(together, "B&B"), which together provide solid waste and recyclables collection
and transportation, landfill, and equipment leasing services to more than 2,600
customers in western Oklahoma.

Oregon Acquisitions. On June 17, 1998, the Company acquired the stock of Arrow,
which provides solid waste and recyclables collection, transportation and
handling services to more than 2,000 customers in Clark County, Washington and
Multnomah and Clackamas Counties, Oregon. On June 25, 1998, the Company acquired
the stock of Curry Transfer and Recycling, Inc. ("Curry") and certain real
estate located in Curry County, Oregon and used in that business. Curry provides
solid waste and recyclables collection and transportation services to more than
5,400 customers in Brookings, Goldbeach and Port Orford, Oregon and the
unincorporated areas of Curry and Lane Counties, Oregon. On September 25, 1998,
Curry acquired certain business assets of Westlane Disposal, which provides
solid waste collection and transportation services to approximately 2,210
customers in Lane, Lincoln and Douglas Counties, Oregon.

Utah Acquisitions. On June 1, 1998, the Company acquired substantially all of
the business assets of Contractor's Waste Removal, L.C. ("Contractor's"), a
provider of solid waste collection and transportation services to more than 450
customers in Orem, Utah. On July 27, August 10 and August 21, 1998, the Company
acquired certain business assets

22
<PAGE> 25

of Miller Containers, Inc., ABC Waste, Inc., and Contractors Waste, Inc.,
respectively, which together provide solid waste collection services to
approximately 290 customers in Utah and "tuck in" to the Company's Utah
operations. On September 21, 1998, Waste Connections of Utah, Inc., a wholly
owned subsidiary of the Company, acquired certain assets of Country Garbage
Services, Inc., which provides solid waste collection and transportation
services in central Utah.

Wyoming and South Dakota Acquisitions. On April 8, 1998, the Company acquired
certain solid waste collection assets from A-1 Disposal, Inc. and Jesse's
Disposal, both unrelated parties operating in northeastern Wyoming, and together
serving approximately 2,300 customers. On May 11, 1998, the Company acquired T&T
Disposal, Inc., a provider of solid waste and recyclables collection services to
more than 500 customers in eastern Wyoming. On May 8, 1998, the Company acquired
Sowers' Sanitation, Inc. and Sunshine Sanitation Incorporated, providers of
solid waste and recyclables collection services to an aggregate of more than
7,000 customers in western South Dakota. On August 3, 1998, the Company acquired
certain assets of a South Dakota waste collection business owned by the
shareholders of J&J, which "tucks in" to the Company's Wyoming and South Dakota
operations. (See "Nebraska Acquisitions" above.).

Washington Acquisitions. On September 21, 1998, a wholly owned subsidiary of the
Company merged into Evergreen Waste Systems, Inc. As a result of this merger,
Evergreen Waste Systems, Inc. became a wholly owned subsidiary of the Company
that provides solid waste and recyclables collection and transportation services
to more than 6,650 customers in Washougal, Camas and Vancouver, Washington and
unincorporated areas of Clark County, Washington and Multnomah County, Oregon.

GENERAL

The Company's revenues consist mainly of fees it charges customers for solid
waste collection, transfer, disposal and recycling services. A large part of the
Company's collection revenues come from commercial, industrial and residential
services. The Company frequently performs these services under service
agreements or franchise agreements with counties or municipal contracts. County
franchise agreements and municipal contracts generally last from one to ten
years. The Company's existing franchise agreement and all of its existing
municipal contracts give the Company the exclusive right to provide specified
waste services in the specified territory during the contract term. These
exclusive arrangements are awarded, at least initially, on a competitive bid
basis and subsequently on a bid or negotiated basis. The Company also provides
residential collection services on a subscription basis with individual
households. The Company provides a large part of its collection services in
Washington under G certificates awarded by the Washington Utilities and
Transportation Commission. G certificates grant the Company collection rights in
certain areas, which rights are generally perpetual and exclusive. See
"Business -- G Certificates." Contracts with counties and municipalities and G
certificates provide relatively consistent cash flow during the term of the
contracts. Because the Company bills most residential customers on a
subscription basis quarterly, subscription agreements also are a stable source
of revenues for the Company. The Company's collection business also generates
revenues from the sale of recyclable commodities.

The Company charges transfer station and landfill customers a tipping fee on a
per ton basis for disposing of their solid waste at the transfer stations and
disposal facility the Company operates in Madera, California and the landfill
the Company owns and operates in Major County, Oklahoma. Most of the Company's
transfer and landfill customers are

23
<PAGE> 26

under one to ten year disposal contracts, most of which provide for annual cost
of living increases.

The Company typically determines the prices for its solid waste services by the
collection frequency and level of service, route density, volume, weight and
type of waste collected, type of equipment and containers furnished, the
distance to the disposal or processing facility, the cost of disposal or
processing, and prices charged by competitors for similar services. The terms of
the Company's contracts sometimes limit its ability to pass on price increases.
Long-term solid waste collection contracts typically contain a formula,
generally based on a published price index, that automatically adjusts fees to
cover increases in some, but not all, operating costs.

Costs of operations include labor, fuel, equipment maintenance and tipping fees
paid to third party disposal facilities, worker's compensation and vehicle
insurance, the cost of materials purchased to be recycled, third party
transportation expense, district and state taxes, host community fees and
royalties. The Company owns and/or operates ten transfer stations, which reduce
the Company's costs by allowing it to use collection personnel and equipment
more fully and by consolidating waste to gain the more favorable disposal rates
that may be available for larger quantities of waste.

Selling, general and administrative ("SG&A") expenses include management,
clerical and administrative compensation and overhead costs associated with the
Company's marketing and sales force, professional services and community
relations expense.

Depreciation and amortization expense includes depreciation of fixed assets over
the estimated useful life of the assets using the straight line method and
amortization of goodwill and other intangible assets using the straight line
method.

The Company capitalizes some third party expenditures related to pending
acquisitions or development projects, such as legal and engineering expenses.
The Company expenses indirect acquisition costs, such as executive and corporate
overhead, public relations and other corporate services, as they are incurred.
The Company charges against net income any unamortized capitalized expenditures
and advances (net of any portion that the Company believes it may recover,
through sale or otherwise) that relate to any operation that is permanently shut
down and any pending acquisition or landfill development project that is not
completed. The Company routinely evaluates all capitalized costs, and expenses
those related to projects that the Company believes are not likely to succeed.
As of June 30, 1998, the Company had no capitalized expenditures relating to
landfill development projects and $2,912 in capitalized expenditures relating to
acquisitions and pending acquisitions.

The Company accrues for estimated landfill closure and post-closure maintenance
costs at the Red Carpet Landfill it owns in Major County, Oklahoma. Under
applicable regulations, the Company and Madera County, as operator and owner,
respectively, are jointly liable for closure and post-closure liabilities with
respect to the Fairmead landfill. The Company has not accrued for such
liabilities because Madera County, as required by state law, has established a
special fund, into which it deposits a portion of tipping fee surcharges, to pay
such liabilities. Consequently, management of the Company does not believe
Madera had any financial obligation for closure and post-closure costs for the
Fairmead Landfill as of June 30, 1998. The Company will have additional material
financial obligations relating to closure and post-closure costs of any disposal
facilities it may own or operate in the future. In such case, the Company will
accrue for those

24
<PAGE> 27

obligations, based on engineering estimates of consumption of permitted landfill
airspace over the useful life of any such landfill.

BASIS OF PRESENTATION

The entities the Company acquired in September 1997 from BFI are collectively
called the Company's predecessors. BFI acquired the predecessors at various
times during 1995 and 1996. Before being acquired by BFI, the predecessors
operated as separate stand-alone businesses.

During the periods in which the Company's predecessors operated as wholly owned
subsidiaries of BFI, they maintained intercompany accounts with BFI for
recording intercompany charges for costs and expenses, intercompany purchases of
equipment and additions under capital leases and intercompany transfers of cash,
among other transactions. It is not feasible to ascertain the amount of related
interest expense that would have been recorded in the historical financial
statements had the predecessors been operated as stand-alone entities. BFI
allocated charges for interest expense to the Company's predecessors as
disclosed in the statement of operations data. The interest expense allocations
from BFI are based on formulas that may not correspond to the balances in the
related intercompany accounts. Moreover, the financial position and results of
operations of the predecessors during this period may not indicate the financial
position or results of operations that would have been realized had the
predecessors been operated as stand-alone entities. For the periods in which the
predecessors operated as wholly owned subsidiaries of BFI, the statements of
operations include amounts allocated by BFI to the predecessors for selling,
general and administrative expenses.

During the periods before they were acquired by BFI, the Company's predecessors
operated as separate stand-alone businesses. BFI accounted for the acquisitions
of the predecessors using the purchase method of accounting and allocated the
respective purchase prices to the fair values of the assets acquired and
liabilities assumed. Similarly, the Company accounted for its acquisitions of
the predecessors from BFI in September 1997 using the purchase method of
accounting and allocated the purchase price to the fair value of the assets
acquired and liabilities assumed. Consequently, the amounts of depreciation and
amortization included in the statements of operations for the periods presented
reflect the changes in basis of the underlying assets that resulted from changes
in ownership that occurred during those periods. In addition, because the
predecessors operated independently and were not under common control or
management during these periods, and because different tax strategies may have
influenced their operating results, the data may not be comparable to or
indicative of their operating results after their acquisition by BFI.

25
<PAGE> 28

RESULTS OF OPERATIONS

The financial information for the Company and its predecessors included in this
section and in the audited financial statements included elsewhere in this
Prospectus relates to the following entities for the periods indicated:

<TABLE>
<S> <C>
YEAR ENDED DECEMBER 31, 1995:

The Disposal Group Combined Year ended December 31, 1995

Fibres International, Inc. January 1, 1995 through November 30, 1995
(BFI acquisition date)

Predecessors One month ended December 31, 1995
(represents the results of operations of
Fibres International, Inc. subsequent to
the BFI acquisition date)

YEAR ENDED DECEMBER 31, 1996:

The Disposal Group Combined January 1, 1996 through July 31, 1996 (BFI
acquisition date)

Predecessors Combined Period ended December 31, 1996 (represents
the combined results of operations of The
Disposal Group subsequent to the BFI
acquisition date and the operations for
the year ended December 31, 1996 of Fibres
International, Inc., which was acquired by
BFI in 1995)

YEAR ENDED DECEMBER 31, 1997:

Predecessors Combined Nine months ended September 30, 1997
(represents the combined results of
operations for the nine month period of
the entities acquired by BFI in 1995 and
1996 described above)

Waste Connections, Inc. Period from inception (September 9, 1997)
through December 31, 1997
</TABLE>

The Disposal Group Combined consists of three entities that were under common
control before their acquisition by BFI: Diamond Fab and Welding Service, Inc.,
Buchmann Sanitary Service, Inc., and The Disposal Group.

Because the predecessors existed for different periods, year-to-year comparisons
are not meaningful and therefore the Company has not included discussions of
SG&A, depreciation and amortization and interest expense in this Prospectus.

WASTE CONNECTIONS, INC. -- SIX MONTHS ENDED JUNE 30, 1998 VS. PREDECESSORS
COMBINED -- SIX MONTHS ENDED JUNE 30, 1997

Revenue. Revenues for the six months ended June 30, 1998 increased $6.7 million,
or 57.2%, to $18.5 million from $11.8 million for the six months ended June 30,
1997. The increase was primarily attributable to the inclusion of the
acquisitions closed since the beginning of 1998 and minor growth in the base
business.

Cost of Operations. Cost of operations for the six months ended June 30, 1998
increased $3.0 million, or 31.1%, to $12.8 million in 1998 from $9.8 million for
the six months ended

26
<PAGE> 29

June 30, 1997. The increase was primarily attributable to acquisitions closed
since the beginning of 1998 and a decline in expenses in the core business as a
result of cost reduction measures.

1997 VS. 1996

Revenue. The Company's total revenue for 1997 was $6.2 million. The total
revenue was attributable to the purchase of the Company's predecessors on
September 30, 1997. Revenues related to the Company's Predecessors Combined for
the nine months ended September 30, 1997 were $18.1 million. The Company's
Predecessors Combined for the period ended December 31, 1996 had revenues of
$13.4 million. The Disposal Group Combined had revenues of $8.7 million for the
period from January 1, 1996 to July 31, 1996. The monthly revenue run rate for
the Company and the Company's Predecessors Combined was essentially the same in
1997 and 1996.

Cost of Operations. The Company's total cost of operations in 1997 was $4.7
million, or 75.4% of revenue. The total cost of operations was attributable to
the purchase of the Company's predecessors on September 30, 1997. Cost of
operations of the Company's Predecessors Combined for the nine months ended
September 30, 1997 was $14.8 million, or 81.4% of revenue. The Company's
Predecessors Combined for the period ended December 31, 1996 had cost of
operations of $11.4 million, or 85.1% of revenue. The Disposal Group during the
period from January 1, 1996 to July 31, 1996 had cost of operations of $6.2
million, or 70.7% of revenue. The Company's cost of operations as a percentage
of revenue in 1997 declined from the Company's Predecessors Combined cost of
operations as a percentage of revenues in 1997 and 1996, due to price increases
in the fourth quarter of 1997 and operating cost savings in lease expense,
environmental accrual fee allocations from BFI, franchise fees and amortization
of loss contract accrual. The Company's Predecessors Combined cost of operations
as a percentage of revenue for the nine months ended September 30, 1997 declined
from 1996 due to the rollover effect of the acquisition of The Disposal Group in
1996, which had generally higher margins than the existing businesses.

1996 VS. 1995

Revenue. The Company's Predecessors Combined total revenue for 1996 was $13.4
million. The Disposal Group Combined total revenue for the period from January
1, 1996 to July 31, 1996 was $8.7 million. The Company's Predecessors Combined
had revenues of $595,000 for the period ended December 31, 1995. The Disposal
Group Combined had revenues of $19.7 million for the year ended December 31,
1995. Fibres International, Inc. had revenues of $7.3 million for the period
from January 1, 1995 to November 30, 1995. The monthly revenue run rate for all
of the Company's predecessors declined in 1996 from 1995 because of the
expiration of a municipal contract and a reduction in revenue from sales of
recyclable materials due to a reduction in prices of recyclable materials.

Cost of Operations. The Company's Predecessors Combined total cost of operations
for 1996 was $11.4 million, or 85.1% of revenue, and The Disposal Group Combined
cost of operations for the period from January 1, 1996 to July 31, 1996 was $6.2
million, or 70.7% of revenue. Cost of operations of the Company's Predecessors
Combined for the period ended December 31, 1995 was $527,000 or 88.6% of
revenue. Cost of operations of The Disposal Group Combined for the year ended
December 31, 1995 was $16.4 million, or

27
<PAGE> 30

83.4% of revenue. Cost of operations of Fibres International, Inc. for the
period from January 1, 1995 to November 30, 1995 was $5.7 million, or 77.0% of
revenue. Cost of operations as a percentage of revenue increased because of
reductions in prices of recyclable materials in 1996, but that was offset by the
expiration of a low margin municipal contract in 1995.

MADERA GENERAL

Effective February 1, 1998, the Company acquired Madera, an integrated solid
waste services company operating in north central California, with 1997 revenues
of approximately $7.8 million. In connection with the Madera acquisition, the
Company acquired one franchise agreement and one municipal contract, pursuant to
which it serves more than 9,000 commercial, industrial and residential
customers, and agreements to operate two transfer stations, one Subtitle D
landfill and one recycling facility. Selected historical financial data for
Madera follows (in thousands):

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------
1995 1996 1997
------ ------ ------
<S> <C> <C> <C>
STATEMENTS OF INCOME DATA:
Revenues.......................................... $7,008 $7,770 $7,845
Operating expenses:
Cost of operations............................. 5,288 5,512 5,289
Selling, general and administrative............ 996 969 1,041
Depreciation and amortization.................. 467 585 627
------ ------ ------
Income from operations......................... 257 704 888
Interest expense............................... (237) (259) (280)
Other income, net.............................. 68 113 173
------ ------ ------
Net income..................................... $ 88 $ 558 $ 781
====== ====== ======
Pro forma income taxes(1)...................... $ (30) $ (208) $ (295)
------ ------ ------
Pro forma net income(1)........................ $ 58 $ 350 $ 486
====== ====== ======
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1996 1997
------ ------
<S> <C> <C>
BALANCE SHEET DATA:
Cash and equivalents...................................... $1,064 $1,527
Working capital........................................... 622 942
Property and equipment, net............................... 3,800 3,636
Total assets.............................................. 6,004 6,297
Long-term obligations, net of current portion............. 2,194 1,894
Total shareholders' equity................................ 2,264 2,800
</TABLE>

- ---------------
(1) Before its acquisition by the Company, Madera operated under Subchapter S of
the Internal Revenue Code and was not subject to corporate federal and state
income tax. Madera's Subchapter S election was terminated when the Company
acquired it.. Had Madera filed federal and state income tax returns as a
regular corporation for 1995, 1996 and 1997, income tax expense under the
provisions of Financial Accounting Standards No. 109 would have been $30,
$208 and $295, respectively. See Note 7 of Notes to Madera's Financial
Statements included elsewhere in this Prospectus.

28
<PAGE> 31

MADERA 1997 VS. 1996

Revenue. Total revenues increased $75,000, or 1.0%, to $7.8 million in 1997 from
$7.8 million in 1996. Exclusive of Madera's Professional Cleaning Division
("PCD"), which ceased operations in July, 1997, revenues increased $667,000, or
9.5%, to $7.7 million in 1997 from $7.0 million in 1996. This increase was
primarily attributable to increased landfill and collection volumes resulting
from existing franchise contracts, partially offset by a reduction in landfill
construction revenues.

Cost of Operations. Total cost of operations decreased $223,000 to $5.3 million
in 1997 from $5.5 million in 1996. The decrease was principally due to the
elimination of PCD, which was offset by increased operating cost associated with
increased volumes of waste from existing contracts. Cost of operations as a
percentage of revenues decreased to 67.4% from 70.9% in 1996. The percentage
decrease was primarily due to the elimination of PCD.

SG&A. SG&A expenses increased approximately $72,000 to $1.0 million in 1997 from
$969,000 in 1996. As a percentage of revenues, SG&A increased to 13.3% from
12.5% in 1996.

Depreciation and Amortization. Depreciation and amortization expense increased
approximately $42,000 to $627,000 in 1997 from $585,000 in 1996. Depreciation
and amortization increased as a percentage of revenues to 8.0% from 7.5%.

Interest Expense. Interest expense increased approximately $21,000 to $280,000
in 1997 from approximately $259,000 in 1996. Interest expense as a percentage of
revenues increased to 3.6% in 1997 from 3.3% in 1996.

MADERA 1996 VS. 1995

Revenue. Total revenues increased $762,000, or 10.9%, to $7.8 million in 1996
from $7.0 million in 1995. Exclusive of PCD, revenues increased $508,000, or
7.8%, to $7.0 million in 1996 from $6.5 million in 1995. This increase was
primarily attributable to increased landfill and collection volumes resulting
from existing franchise contracts and landfill construction revenues. This was
partially offset by decreased revenue from sales of recyclable materials due to
a decrease in the pricing associated with recyclable materials.

Cost of Operations. Total cost of operations increased $224,000 to $5.5 million
in 1996 from $5.3 million in 1995. The principal reason for the increase was the
start up of the PCD. Cost of operations as a percentage of revenues decreased to
70.9% from 75.5% in 1996. The decrease was primarily due to the increased volume
of proportionately higher margin services.

SG&A. SG&A expenses decreased approximately $27,000 to $969,000 in 1996 from
$996,000 in 1995. As a percentage of revenues, SG&A decreased to 12.5% from
14.2% in 1996 due to improved economies of scale in the Company's landfill and
collections operations as a result of additional volumes from existing
customers.

Depreciation and Amortization. Depreciation and amortization expense increased
approximately $118,000 to $585,000 in 1996 compared to $467,000 in 1995.
Depreciation and amortization increased as a percentage of revenues to 7.5% in
1996 from 6.7% in 1995.

29
<PAGE> 32

Interest Expense. Interest expense increased approximately $22,000 to $259,000
in 1996 from approximately $237,000 in 1995. Interest expense as a percentage of
revenues decreased to 3.3% in 1996 from 3.4% in 1995.

LIQUIDITY AND CAPITAL RESOURCES

The Company's business is capital intensive. The Company's capital requirements
include acquisitions and fixed asset purchases. The Company expects that in the
future it will also make capital expenditures for landfill cell construction,
landfill development and landfill closure activities. The Company plans to meet
its capital needs through various financing sources, including internally
generated funds and debt and equity financing.

As of June 30, 1998, the Company had working capital of $882,000, including cash
and cash equivalents of $3.2 million. In managing its working capital, the
Company generally applies the cash generated from its operations that remains
available after satisfying its working capital and capital expenditure
requirements to reduce its indebtedness under its bank revolving credit facility
and to minimize its cash balances. The Company finances its working capital
requirements from internally generated funds and bank borrowings.

At inception, the Company sold 2,300,000 shares of Common Stock at $0.01 per
share to its founders and 2,499,998 shares of Series A Preferred Stock at $2.80
per share. In May and June 1998, the Company received approximately $23.9
million in net proceeds from the sale of 2,300,000 shares in its initial public
offering (including exercise by the underwriters of that offering of their
overallotment option). As of October 1, 1998, the Company had sold or issued an
additional 2,156,380 shares of Common Stock at a weighted average value of
$10.54 per share, and granted options and warrants to purchase 2,488,319 shares
of Common Stock at a weighted average exercise price of $4.87 per share. The
weighted average value at which shares were issued, and the weighted average
exercise price of the outstanding options and warrants, are significantly below
the $12.00 initial public offering price per share of Common Stock. The
Company's liquidity and capital resources would be greater if the Company had
sold shares at higher prices and issued options and warrants with higher
exercise prices. In addition, the Company's earnings per share would be higher
if there were fewer shares outstanding. See "Risk Factors -- Subsequent Share
Issuances; Shares Eligible for Future Sale."

The Company has a $60.0 million revolving credit facility with a syndicate of
banks for which BankBoston, N.A. acts as agent, which is secured by all assets
of the Company, including the Company's interest in the equity securities of its
subsidiaries. The credit facility matures in 2001 and bears interest at a rate
per annum equal to, at the Company's discretion, either: (i) the BankBoston Base
Rate; or (ii) the Eurodollar Rate plus applicable margin. The credit facility
requires the Company to maintain certain financial ratios and satisfy other
predetermined requirements, such as minimum net worth, net income and limits on
capital expenditures. It also requires the lenders' approval of acquisitions in
certain circumstances. See "Risk Factors -- Potential Inability to Finance the
Company's Potential Growth." As of September 30, 1998, an aggregate of
approximately $37.6 million was outstanding under the Company's credit facility,
and the interest rate on outstanding borrowings under the current credit
facility was approximately 7.3%.

30
<PAGE> 33

For the six months ended June 30, 1998, net cash provided by operations was
approximately $1.9 million and was primarily provided by operating results for
the period exclusive of non-cash charges.

For the six months ended June 30, 1998, net cash used by investing activities
was $31.1 million. Of this, $30.3 million was used to fund the cash portion of
acquisitions, with the rest invested in MIS systems, trucks and containers.

For the six months ended June 30, 1998, net cash provided by financing
activities was $31.6 million, which included net borrowings under the Company's
debt arrangements and $23.9 million in proceeds from the sale of Common Stock in
an initial public offering.

The Company recorded an income tax benefit of $332,000 for the period from
inception (September 9, 1997) through December 31, 1997. The income tax benefit
was recognized because the Company believes it will likely be used when existing
temporary differences reverse.

The Company currently expects to make approximately $5.6 million in capital
expenditures in 1998. On June 16, 1998, Madera completed a $1.8 million bond
financing for certain capital expenditures that were contingent on the
financing. These expenditures are expected to be largely completed in 1998. On
June 11, 1998, the Company won an additional contract to provide services to the
city of Vancouver, which will require approximately $1.2 million of additional
capital expenditures. These expenditures, coupled with the capital expenditures
required for the acquisitions closed since the Company's initial public
offering, have increased the estimated capital expenditures for 1998 to
approximately $5.6 million. The Company intends to fund its planned 1998 capital
expenditures principally through existing cash, internally generated funds, and
borrowings under its existing credit facility. In addition, the Company may make
substantial additional capital expenditures in acquiring solid waste collection
and disposal businesses. If the Company acquires additional landfill disposal
facilities, the Company may also be required to make significant expenditures to
bring any such newly acquired disposal facilities into compliance with
applicable regulatory requirements, obtain permits for any such newly acquired
disposal facilities or expand the available disposal capacity at any such newly
acquired disposal facilities. The Company cannot currently determine the amount
of these expenditures, because they will depend on the nature and extent of any
acquired landfill disposal facilities, the condition of any facilities acquired
and the permitted status of any acquired sites. The Company believes that the
credit facility, the funds expected to be generated from operations, and the net
proceeds of its initial public offering will provide adequate cash to fund the
Company's working capital and other cash needs for the foreseeable future.

The Company derives a substantial portion of its revenues from exclusive
municipal contracts and franchise agreements. Its single largest contract, with
the City of Vancouver, accounted for approximately 18.1% of the Company's
revenues during the period from inception (September 9, 1997) through December
31, 1997, and 12.6% during the six months ended June 30, 1998. There are
approximately nine years remaining under that contract. No other single contract
or customer accounted for more than 7.1% of the Company's revenues during the
period from inception (September 9, 1997) through December 31, 1997, or more
than 5.0% during the six months ended June 30, 1998 or is material to its
liquidity and cash flow.

31
<PAGE> 34

INFLATION

To date, inflation has not significant affected the Company's operations.
Consistent with industry practice, many of the Company's contracts allow the
Company to pass through certain costs to the customers, including increases in
landfill tipping fees and, in some cases, fuel costs. Therefore, the Company
believes that it should be able to increase prices to offset many cost increases
that result from inflation. However, competitive pressures may require the
Company to absorb at least part of these cost increases, particularly during
periods of high inflation.

SEASONALITY

Based on historic trends experienced by the businesses the Company has acquired,
the Company expects its operating results to vary seasonally, with revenues
typically lowest in the first quarter, higher in the second and third quarters
and lower in the fourth quarter than in the second and third quarters. See "Risk
Factors -- Seasonality of Business."

YEAR 2000 ISSUES

The Company will need to modify or replace portions of its software so that its
computer systems will function properly with respect to dates in the year 2000
("Year 2000") and afterwards. The Company expects to complete those
modifications and upgrades during 1999, at a total cost of approximately
$100,000. The Company has spent part of its Year 2000 budget on replacing its
billing systems in Maltby and Vancouver. Because the Company's operations rely
primarily on mechanical systems such as trucks to collect solid waste, the
Company does not expect its operations to be significantly affected by Year 2000
issues. The Company's customers may need to make Year 2000 modifications to
software and hardware that they use to generate records, bills and payments
relating to the Company. The Company does not rely on vendors on a routine basis
except for disposal sites. The Company brings waste to a site and is normally
billed based on tonnage received. The Company believes that if its disposal
vendors encounter Year 2000 problems, they will convert to manual billing based
on scale recordings until they resolve those issues.

In assessing the Company's exposure to Year 2000 issues, management believes its
biggest challenges lie in the following areas: Year 2000 issues at the Company's
banks, large (typically municipal) customers, and acquired businesses between
the time the Company acquires them and the time the Company implements its own
systems. The Company is obtaining Year 2000 compliance certifications from its
vendors, banks and customers. If the Company and its vendors, banks and
customers do not complete the required Year 2000 modifications on time, the Year
2000 issue could materially affect the Company's operations. The Company
believes, however, that in the most reasonably likely worst case, the effects of
Year 2000 issues on its operations would be brief and small relative to the
Company's overall operations. The Company has not made a contingency plan to
minimize operational problems if the Company and its vendors, banks and
customers do not timely complete all required Year 2000 modifications.

32
<PAGE> 35

BUSINESS

INTRODUCTION

Waste Connections is a regional, integrated solid waste services company that
provides solid waste collection, transfer, disposal and recycling services in
secondary markets of the Western U.S. As of October 1, 1998, the Company served
more than 200,000 commercial, industrial and residential customers in
California, Idaho, Nebraska, Oklahoma, Oregon, South Dakota, Utah, Washington
and Wyoming. The Company currently owns and operates 22 collection operations,
five transfer stations and one Subtitle D landfill and operates an additional
five transfer stations, one Subtitle D landfill and three recycling facilities.

Waste Connections was founded in September 1997 to execute an acquisition-based
growth strategy in secondary markets of the Western U.S. The Company has
acquired 31 solid waste services related businesses since its formation and has
identified more than 300 independent operators of such businesses in the states
where it currently operates, many of which it believes may be suitable for
acquisition by the Company. In addition, the Company is currently assessing
potential acquisitions of solid waste services operations in Colorado, Kansas,
Montana and Texas.

The Company has targeted secondary markets in the Western U.S. because it
believes that: (i) a large number of independent solid waste services companies
suitable for acquisition by the Company are located in these markets; (ii) there
is less competition in these markets from large, well-capitalized solid waste
services companies; and (iii) these markets have strong projected economic and
population growth rates. In addition, the Company's senior management team has
extensive experience acquiring and operating solid waste services businesses in
the Western U.S.

INDUSTRY OVERVIEW

According to Waste Age, an industry trade publication, the U.S. solid waste
services industry generated estimated revenues of $36.9 billion in 1997. The
solid waste services industry has been significantly consolidated and integrated
since 1990. The Company believes that, particularly in the Western U.S., this
consolidation and integration have been caused primarily by: (i) stringent
environmental regulation and enforcement, resulting in increased capital
requirements for collection companies and landfill operators; (ii) the evolution
of an industry competitive model that emphasizes integrating collection and
disposal capabilities; (iii) the ability of larger integrated operators to
achieve certain economies of scale; and (iv) the existence of a regulatory
framework that allows the acquisition of exclusive, long-term waste collection
rights through franchise agreements, municipal contracts and governmental
certificates.

Increased Regulatory Impact. Stringent industry regulations, such as the
Subtitle D regulations, have caused operating and capital costs to rise and have
accelerated consolidation and acquisition activities in the solid waste
collection and disposal industry. Many smaller industry participants have found
these costs difficult to bear and have decided to either close their operations
or sell them to larger operators. In addition, Subtitle D requires more
stringent engineering of solid waste landfills, including liners, leachate
collection and monitoring and gas collection and monitoring. These ongoing costs
are combined with increased financial reserve requirements for solid waste
landfill operators

33
<PAGE> 36

relating to closure and post-closure monitoring. As a result, the number of
solid waste landfills is declining while the size of solid waste landfills is
increasing.

Integrating Collection and Disposal Operations. Competitive pressures are
forcing operators to become more efficient by establishing an integrated network
of solid waste collection operations and transfer stations, through which they
secure solid waste streams for disposal. Operators have adopted a variety of
disposal strategies, including owning landfills, establishing strategic
relationships to secure access to landfills and otherwise capturing significant
waste stream volumes, to gain leverage in negotiating lower landfill fees and
securing long-term, most-favored-pricing contracts with high capacity landfills.

Economies of Scale. Larger, integrated operators achieve economies of scale by
vertically integrating their operations. These integrated companies have made
more acquisitions and expanded the breadth of services and density in their
market areas. Control of the waste stream in these market areas, combined with
access to significant financial resources to make acquisitions, has allowed
larger solid waste collection and disposal companies to be more cost-effective
and competitive.

Despite the considerable consolidation and integration that has occurred in the
solid waste industry since 1990, the industry remains primarily regional in
nature and highly fragmented. Based on published industry sources, approximately
27% of the total revenues of the U.S. solid waste industry is accounted for by
more than 5,000 private, predominantly small, collection and disposal
businesses, approximately 41% by publicly traded solid waste companies and
approximately 32% by municipal governments that provide collection and disposal
services. The Company expects the current consolidation trends in the solid
waste industry to continue, because many independent landfill and collection
operators lack the capital resources, management skills and technical expertise
necessary to comply with stringent environmental and other governmental
regulations and to compete with larger, more efficient integrated operators. The
Company believes that the fragmented nature of the industry offers significant
consolidation and growth opportunities for companies with disciplined
acquisition programs, decentralized operating strategies and access to financial
resources.

Regulatory Framework. In the Western U.S., waste collection services are
provided largely under three types of contractual arrangements: certificates or
permits, franchise agreements and municipal contracts. Certificates or permits,
such as G certificates awarded to waste collection service providers in
unincorporated areas and electing municipalities of Washington by the Washington
Utilities and Transportation Commission, typically grant the certificate holder
the right, which is generally perpetual and exclusive, to provide specific
residential, commercial and industrial waste services in a specified area. See
"G Certificates" below. Franchise agreements typically provide an exclusive
service period of five to ten years or longer and specify the service territory,
a broad range of services to be provided, and rates for the services. They also
often give the service provider a right of first refusal to extend the term of
the agreement. Municipal contracts typically provide a shorter service period
and a more limited scope of services than franchise agreements and generally
require competitive bidding at the end of the contract term. Unless customers
within the areas covered by certain permits or certificates (including G
certificates), franchise agreements and municipal contracts elect not to receive
any waste collection services, they are required to pay collection fees to the
company providing such services in their area.

34
<PAGE> 37

The Company operates two landfills, of which it owns one, and may acquire or
operate others in the future. The Company believes, however, that in those
secondary markets of the Western U.S. where waste collection services are
provided under exclusive certificates, franchises or contracts, or where waste
disposal is municipally funded or available from multiple sources, controlling
the waste stream by providing collection services under exclusive arrangements
is often more important to a waste services company's growth and profitability
than owning or operating landfills. Several other characteristics of secondary
markets in the Western U.S. limit the economic attractiveness of owning or
operating landfills in those markets. For example, certain state and local
regulations in the Western U.S. restrict the amount of waste that may be
accepted from specific geographic areas. In addition, the relatively expansive
geographic area of many western states increases the cost of interstate and long
haul disposal, which heightens the effects of state and local regulations
limiting the type and origin of waste that may be accepted at a landfill and
makes it more difficult for a landfill to achieve the disposal volume necessary
to operate profitably, given its capital and operating costs. The Company
believes that significant opportunities exist for a well-capitalized company
operating in secondary markets of the Western U.S., and that the highly
fragmented nature of this industry should allow the Company to consolidate
existing solid waste services businesses in this region.

STRATEGY

The Company's objective is to build a leading integrated solid waste services
company in secondary markets of the Western U.S. The Company's strategy for
achieving this objective is to: (i) acquire collection, transfer, disposal and
recycling operations in new markets and through "tuck-in" acquisitions in
existing markets; (ii) secure additional franchises, municipal contracts and
governmental certificates; (iii) generate internal growth in existing markets by
increasing market penetration and adding services to its existing operations;
and (iv) enhance profitability by increasing operating efficiencies of existing
and acquired operations. The Company's ability to implement this strategy is
enhanced by the experience of the members of its senior management team and
their knowledge of and reputation in the solid waste services industry in the
Company's targeted markets. The Company intends to implement its strategy as
follows:

EXPANSION THROUGH ACQUISITIONS

The Company intends to expand significantly the scope of its operations by: (i)
acquiring solid waste collection, transfer, disposal and recycling operations in
new markets; and (ii) acquiring solid waste collection, transfer, disposal and
recycling operations in existing and adjacent markets through "tuck-in"
acquisitions.

The Company intends to follow a regional expansion strategy by entering new
markets through acquisitions. An initial acquisition in a new market is used as
an operating base for the Company in that area. The Company then seeks to
strengthen the acquired operation's presence in that market by providing
additional services, adding new customers and making tuck-in acquisitions.

The Company can then broaden its regional presence by adding additional
operations in markets adjacent to the new location. The Company is currently
examining opportunities to expand its presence in the Western U.S. in states
other than California, Idaho, Nebraska, Oklahoma, Oregon, South Dakota, Utah,
Washington and Wyoming and is

35
<PAGE> 38

assessing potential acquisitions of solid waste services operations in Colorado,
Kansas, Montana and Texas.

The Company believes that numerous "tuck-in" acquisition opportunities exist
within its current and targeted market areas. For example, the Company has
identified more than 300 independent entities that provide collection and
disposal services in the states where it currently operates. The Company
believes that throughout the Western U.S., many independent entities are
suitable for acquisition by the Company and would provide the Company
opportunities to increase market share and route density.

FRANCHISE AGREEMENTS, MUNICIPAL CONTRACTS AND GOVERNMENTAL CERTIFICATES

The Company intends to devote significant resources to securing additional
franchise agreements and municipal contracts through competitive bidding and
additional governmental certificates through the acquisition of other companies.
In bidding for franchises and municipal contracts and evaluating the acquisition
of companies holding governmental certificates, the Company's management team
draws on its experience in the waste industry and its knowledge of local service
areas in existing and target markets. The Company's district managers manage
relationships with local governmental officials within their respective service
areas, and sales representatives may be assigned to cover specific
municipalities. These personnel focus on maintaining, renewing and renegotiating
existing franchise agreements and municipal contracts and on securing additional
agreements, contracts and governmental certificates.

INTERNAL GROWTH

To generate continued internal growth, the Company will focus on increasing
market penetration in its current and adjacent markets, soliciting new
commercial, industrial, and residential customers in markets where such
customers may elect whether or not to receive waste collection services,
marketing upgraded or additional services (such as compaction or automated
collection) to existing customers and, where appropriate, raising prices. Where
possible, the Company intends to leverage its franchise-based platforms to
expand its customer base beyond its exclusive market territories. As customers
are added in existing markets, the Company's revenue per routed truck increases,
which generally increases the Company's collection efficiencies and
profitability. In markets in which it has exclusive contracts, franchises and
certificates, the Company expects internal growth to at least track population
and business growth.

The Company expects to use transfer stations as an important part of its
internal growth strategy, by extending the direct-haul reach of the Company and
linking disparate collection operations with Company-owned, operated or
contracted disposal capacity. The Company currently owns and/or operates ten
transfer stations. By operating transfer stations, the Company also engages in
direct communications with municipalities and private operators that deliver
waste to its transfer stations. This better positions the Company to gain
additional business in its markets if any municipality privatizes its solid
waste operations or rebids existing contracts, and it increases the Company's
opportunities to acquire private collection operations.

36
<PAGE> 39

OPERATING ENHANCEMENTS

The Company has developed company-wide operating standards, which are tailored
for each of its markets based on industry standards and local conditions. Using
these standards, the Company tracks collection and disposal routing efficiency
and equipment utilization. It also implements cost controls and employee
training and safety procedures, and establishes a sales and marketing plan for
each market. The Company has installed a wide area network, implemented advanced
management information systems and financial controls, and consolidated
accounting, insurance and employee benefit functions, customer service,
productivity reporting and dispatching systems. The Company believes that by
establishing operating standards, closely monitoring performance and
streamlining certain administrative functions, it can improve the profitability
of existing operations.

To improve an acquired business' operational productivity, administrative
efficiency and profitability, the Company applies the same operating standards,
information systems and financial controls to acquired businesses as the
Company's existing operations employ. Moreover, if the Company is able to
internalize the waste stream of acquired operations, it can further increase
operating efficiencies and improve capital utilization. Where not restricted by
exclusive agreements, contracts, permits or certificates, the Company also
solicits new commercial, industrial and residential customers in areas within
and surrounding the markets served by acquired collection operations, to further
improve operating efficiencies and increase the volume of solid waste collected
by the acquired operations.

ACQUISITION PROGRAM

The Company currently operates in California, Idaho, Nebraska, Oklahoma, Oregon,
South Dakota, Utah, Washington and Wyoming and believes that these and other
markets in the Western U.S. with similar characteristics offer significant
opportunities for achieving its objective. The Company focuses on markets that
are generally characterized by: (i) a geographically dispersed population, which
the Company believes deters competition from larger, established waste
management companies; (ii) a potential revenue base of at least $15 million;
(iii) the opportunity for the Company to acquire a significant market share;
(iv) the availability of adequate disposal capacity, either through acquisition
by the Company or through agreements with third parties; (v) a favorable
regulatory environment; or (vi) strong projected economic or population growth
rates. The Company believes that these market characteristics provide
significant growth opportunities for a well-capitalized market entrant and
create economic and operational barriers to entry by new competitors.

The Company believes that its experienced management, decentralized operating
strategy, financial strength and size make it an attractive buyer to certain
solid waste collection and disposal acquisition candidates. The Company has
developed a set of financial, geographic and management criteria to help
management evaluate acquisition candidates. These criteria evaluate a variety of
factors, including, but not limited to: (i) the candidate's historical and
projected financial performance; (ii) the candidate's internal rate of return,
return on assets and return on revenue; (iii) the experience and reputation of
the candidate's management and customer service providers, their relationships
with local communities and their willingness to continue as employees of the
Company; (iv) the composition and size of the candidate's customer base and
whether the customer base is served under franchise agreements, municipal
contracts, governmental certificates or other

37
<PAGE> 40

exclusive arrangements; (v) whether the geographic location of the candidate
will enhance or expand the Company's market area or ability to attract other
acquisition candidates; (vi) whether the acquisition will increase the Company's
market share or help protect the Company's existing customer base; (vii) any
potential synergies that may be gained by combining the candidate with the
Company's existing operations; and (viii) the liabilities of the candidate.

Before completing an acquisition, the Company performs extensive environmental,
operational, engineering, legal, human resources and financial due diligence.
All acquisitions must be evaluated and approved by the Company's management
before being recommended to the Executive Committee of the Board of Directors.
The Company seeks to integrate each acquired business promptly and to minimize
disruption to the ongoing operations of both the Company and the acquired
business, and generally attempts to retain the senior management of acquired
businesses. The Company believes its senior management team has a proven track
record in integrating acquisitions.

The following table sets forth the Company's acquisitions completed from its
inception in September 1997 through October 1, 1998:

<TABLE>
<CAPTION>
ACQUIRED BUSINESS MONTH ACQUIRED PRINCIPAL BUSINESS LOCATION MARKET AREA
----------------- -------------- ------------------ -------- -----------
<S> <C> <C> <C> <C>
Westlane Disposal September 1998 Collection Florence, OR Southwestern Oregon
Harrell's Septic Service September 1998 Septic Services Crescent City, CA Northwestern California
and Southwestern Oregon
Evergreen Waste Systems, Inc. September 1998 Collection Washougal, WA Southwestern Washington
and Northwestern Oregon
Wolff's Trashmasher and Haul It September 1998 Collection Stanton, NE Eastern Nebraska
All Sanitary Service
Country Garbage Services, Inc. September 1998 Collection Salt Lake City, UT Central Utah
Youngclaus Enterprises September 1998 Collection Madera, CA North Central California
Affiliated Waste LLC September 1998 Collection Norfolk, NE Eastern Nebraska
J&J Sanitation, Inc. August 1998 Collection O'Neill, NE Eastern Nebraska
Contractors Waste, Inc. August 1998 Collection Salt Lake City, UT Central Utah
Big Red Roll Off, Inc. August 1998 Collection O'Neill, NE Eastern Nebraska
ABC Waste, Inc. August 1998 Collection Salt Lake City, UT Central Utah
Miller Containers, Inc. July 1998 Collection Salt Lake City, UT Central Utah
Shrader Refuse and Recycling July 1998 Collection Papillion, NE Eastern Nebraska
Service Company
Red Carpet Landfill, Inc. June 1998 Landfill Enid, OK Western Oklahoma
B&B Sanitation, Inc. June 1998 Collection Enid, OK Western Oklahoma
Darlin Equipment, Inc. June 1998 Equipment leasing Enid, OK Western Oklahoma
Oregon Waste Technology June 1998 Collection Brookings, OR Southwestern Oregon
Curry Transfer and Recycling June 1998 Collection Brookings, OR Southwestern Oregon
Contractors' Waste Removal, L.C June 1998 Collection Orem, UT Central Utah
Arrow Sanitary Services, Inc. June 1998 Collection Portland, OR Northwestern Oregon and
Southwestern Washington
T&T Disposal, Inc. May 1998 Collection Gillette, WY Northeastern Wyoming
Sunshine Sanitation May 1998 Collection Spearfish, SD Western South Dakota
Incorporated
Sower's Sanitation, Inc. May 1998 Collection Belle Fourche, SD Western South Dakota
Jesse's Disposal April 1998 Collection Gillette, WY Northeastern Wyoming
A-1 Disposal, Inc. April 1998 Collection Gillette, WY Northeastern Wyoming
</TABLE>

38
<PAGE> 41

<TABLE>
<CAPTION>
ACQUIRED BUSINESS MONTH ACQUIRED PRINCIPAL BUSINESS LOCATION MARKET AREA
----------------- -------------- ------------------ -------- -----------
<S> <C> <C> <C> <C>
Hunter Enterprises, Inc. March 1998 Collection Shelley, ID Eastern Idaho
Madera Disposal Services Inc. February 1998 Collection and Madera, CA North Central California
Landfill
Waste Connections of Idaho, January 1998 Collection Idaho Falls, ID Eastern Idaho
Inc.
Fibres International, Inc. September 1997 Collection Issaquah, WA North Central Washington
and Central Oregon
Browning-Ferris Industries of September 1997 Collection Clark County, WA Southwestern Washington
Washington, Inc.
</TABLE>

SERVICES

COMMERCIAL, INDUSTRIAL AND RESIDENTIAL WASTE SERVICES

The Company serves more than 200,000 commercial, industrial and residential
customers. Of these, the Company serves more than 49,000 under G certificates
that grant the Company rights, which are generally perpetual and exclusive, to
provide services within specified areas, approximately 13,200 under exclusive
franchise agreements with remaining terms ranging from seven to 18 years, and
approximately 90,000 under exclusive municipal contracts with generally shorter
contract terms.

The Company's commercial and industrial services that are not performed under G
certificates, franchise agreements or municipal contracts are provided under one
to five year service agreements. Fees under these agreements are determined by
such factors as collection frequency, level of service, route density, the type,
volume and weight of the waste collected, type of equipment and containers
furnished, the distance to the disposal or processing facility, the cost of
disposal or processing and prices charged in its markets for similar service.
Collection of larger volumes associated with commercial and industrial waste
streams generally helps improve the Company's operating efficiencies, and
consolidation of these volumes allows the Company to negotiate more favorable
disposal prices. The Company's commercial and industrial customers use portable
containers for storage, enabling the Company to service many customers with
fewer collection vehicles. Commercial and industrial collection vehicles
normally require one operator. The Company provides one to eight cubic yard
containers to commercial customers, 10 to 50 cubic yard containers to industrial
customers, and 30 to 95 gallon carts to residential customers. For an additional
fee, the Company installs stationary compactors that compact waste prior to
collection on the premises of a substantial number of large volume customers. No
single commercial or industrial contract is material to the Company's operating
results.

The Company's residential waste services that are not performed under G
certificates, franchise agreements or municipal contracts are provided under
contracts with homeowners' associations, apartment owners or mobile home park
operators, or on a subscription basis with individual households. Residential
contract fees are based primarily on route density, the frequency and level of
service, the distance to the disposal or processing facility, the cost of
disposal or processing and prices charged in that market for similar services.
Collection fees are paid either by the municipalities from tax revenues or
directly by the residents receiving the services.

39
<PAGE> 42

TRANSFER STATION SERVICES

The Company has an active program to acquire, develop, own and operate transfer
stations in markets proximate to its operations. Currently, the Company operates
two transfer stations in California, two transfer stations in Nebraska, one
transfer station in Washington and five transfer stations in Oregon, which
receive, compact, and transfer solid waste to be trasported by larger vehicles
to landfills. The Company believes that the transfer stations benefit the
Company by: (i) concentrating the waste stream from a wider area, which
increases the volume of disposal at Company-operated landfills and gives the
Company greater leverage in negotiating for more favorable disposal rates at
other landfills; (ii) improving utilization of collections personnel and
equipment; and (iii) building relationships with municipalities and private
operators that deliver waste, which can lead to additional growth opportunities.

LANDFILLS

The Company operates two Subtitle D landfills, the Fairmead Landfill and the Red
Carpet Landfill, and owns the Red Carpet Landfill. The Company operates the
Fairmead Landfill under an operating agreement with Madera County with a
remaining term of 11 years. In fiscal 1997, approximately 45% of the solid waste
disposed of at the Fairmead Landfill was delivered by Madera. As of October 1,
1998, the Fairmead Landfill consisted of 160 total acres, of which 20 acres were
permitted for disposal. As of that date, the Fairmead Landfill had approximately
600,000 tons of unused permitted capacity remaining, with approximately 3.5
million additional tons of capacity in various stages of permitting, and was
estimated to have a remaining life of 26 years. The Fairmead Landfill is
currently permitted to accept up to 395 tons per day of municipal solid waste.

As of October 1, 1998, the Red Carpet Landfill consisted of 82 total acres, of
which 40 acres were permitted for disposal. As of that date, the Red Carpet
Landfill had approximately 650,000 tons of unused permitted capacity remaining,
with approximately 1.7 million additional tons of capacity in various stages of
permitting, and was estimated to have a remaining life of 40 years. The Red
Carpet Landfill is currently permitted to accept up to 350 tons per day of
municipal solid waste.

The Company monitors the available permitted in-place disposal capacity of the
Fairmead and Red Carpet Landfills on an ongoing basis and evaluates whether to
seek to expand this capacity. In making this evaluation, the Company considers
various factors, including the volume of waste projected to be disposed of at
the landfill, the size of the unpermitted acreage included in the landfill, the
likelihood that the Company will be successful in obtaining the necessary
approvals and permits required for the expansion and the costs that would be
involved in developing the additional capacity. The Company also regularly
considers whether it is advisable, in light of changing market conditions and/or
regulatory requirements, to seek to expand or change the permitted waste streams
or to seek other permit modifications.

The Company seeks to identify solid waste landfill acquisition candidates to
achieve vertical integration in markets where the economic and regulatory
environment makes such acquisitions attractive. The Company believes that in
some markets, acquiring landfills would provide opportunities to vertically
integrate its collection, transfer and disposal operations while improving
operating margins. The Company evaluates landfill candidates by determining,
among other things, the amount of waste that could be diverted to the

40
<PAGE> 43

landfill in question, whether access to the landfill is economically feasible
from the Company's existing market areas either directly or through transfer
stations, the expected life of the landfill, the potential for expanding the
landfill, and current disposal costs compared to the cost of acquiring the
landfill. Where the acquisition of a landfill is not attractive, the Company
pursues long term disposal contracts with facilities located in proximity to its
markets.

RECYCLING AND OTHER SERVICES

The Company offers municipal, commercial, industrial and residential customers
recycling services for a variety of recyclable materials, including cardboard,
office paper, plastic containers, glass bottles and ferrous and aluminum metals.
The Company operates three recycling processing facilities and sells other
collected recyclable materials to third parties for processing before resale.
The profits from the Company's resale of recycled materials are often shared
between the Company and the other parties to its recycling contracts. For
example, certain of the Company's municipal recycling contracts in Washington
and Idaho, which were negotiated before the Company acquired those businesses,
specify certain benchmark resale prices for recycled commodities. To the extent
the prices the Company actually receives for the processed recycled commodities
collected under the contract exceed the prices specified in the contract, the
Company shares the excess with the municipality, after recovering any previous
shortfalls resulting from actual market prices falling below the prices
specified in the contract. In an effort to reduce its exposure to commodity
price risk with respect to recycled materials, the Company has adopted a pricing
strategy of charging collection and processing fees for recycling volume
collected from third parties. The Company believes that recycling will continue
to be an important component of local and state solid waste management plans,
due to the public's increasing environmental awareness and expanding regulations
that mandate or encourage recycling.

The Company also provides other waste management services, most of which are
project-based, including transporting and disposing of non-hazardous
contaminated soils and similar materials, transporting special waste products,
including asbestos, and arranging for the transportation of construction and
demolition waste and disposal of soil and special waste products and providing
portable toilet and septic pumping services.

OPERATIONS

The Company is managed on a decentralized basis. This places decision-making
authority close to the customer, enabling the Company to identify customers'
needs quickly and to address those needs in a cost-effective manner. The Company
believes that decentralization provides a low-overhead, highly efficient
operational structure that allows the Company to expand into geographically
contiguous markets and operate in relatively small communities that larger
competitors may not find attractive. The Company believes that this structure
gives the Company a strategic competitive advantage, given the relatively rural
nature of much of the Western U.S., and makes the Company an attractive buyer to
many potential acquisition candidates.

The Company currently delivers its services from 22 operating locations serving
ten market areas, or districts. Each district has a district manager, who has
autonomous service and decision-making authority for that district and is
responsible for maintaining service quality, promoting safety in the district's
operations, implementing marketing programs, and overseeing day-to-day
operations, including contract administration. District managers

41
<PAGE> 44

also help identify acquisition candidates. Once the Company begins an
acquisition, business development managers, under the supervision of district
and executive managers, obtain the permits and other governmental approvals
required for the Company to operate the acquired business, including those
related to zoning, environmental and land use.

The Company's financial management, accounting, management information systems,
environmental compliance, risk management and certain personnel functions are
centralized and shared among locations to improve productivity, lower operating
costs and stimulate internal growth. The Company has installed a Company-wide
management information system that assists district personnel in making
decisions based on centralized, real-time financial, productivity, maintenance
and customer information. While district management operates with a high degree
of autonomy, the Company's senior officers monitor district operations and
require adherence to the Company's accounting, purchasing, marketing and
internal control policies, particularly with respect to financial matters. The
Company's executive officers regularly review the performance of district
managers and operations.

G CERTIFICATES

The Company performs a substantial portion of its collection business in
Washington under G certificates awarded by the Washington Utilities and
Transportation Commission (the "WUTC"). G certificates apply only to
unincorporated areas of Washington and municipalities that have elected to have
their solid waste collection overseen by the WUTC. G certificates generally
grant the holder the perpetual right to provide specified solid waste collection
and transportation services in a specified territory. The WUTC has repeatedly
determined that, in enacting the statute authorizing G certificates, the
Washington Legislature intended to favor grants of exclusive, rather than
overlapping, service rights for conventional solid waste services. Accordingly,
most G certificates currently grant exclusive solid waste collection and
transportation rights for conventional solid waste services in their specified
territories.

The WUTC and the Washington Legislature have generally construed G certificates
as conferring vested property rights that may be defeated, diminished or
cancelled only upon the occurrence of specified events of default, the
demonstrated lack of fitness of the certificate holder, or municipalities'
annexation of territory covered by a certificate. Thus, a certificate holder is
entitled to due process in challenging any action that affects its rights. In
addition, legislation passed in 1997 requires a municipality that annexes
territory covered by a G certificate either to grant the certificate holder an
exclusive franchise, generally with a minimum term of seven years, to continue
to provide services in the affected area, or to negotiate with the certificate
holder some other compensation for the collection rights in the affected area.
The statute expressly permits the certificate holder to sue the annexing
municipality for measurable damages that exceed the value of a seven-year
franchise agreement to provide services in the affected area. Under one of the
contracts with a municipality in Washington acquired by a predecessor of the
Company, the predecessor purported to waive its rights to compensation or
damages under the statute in return for the right to service any current or
prospectively annexed areas formerly covered by its G certificate.

In addition to awarding G certificates, the WUTC is required by statute to
establish just, reasonable and compensatory rates to customers of regulated
solid waste collection companies. The WUTC is charged with balancing the needs
of service providers to earn

42
<PAGE> 45

fair and sufficient returns on their investments in plant and equipment against
the needs of commercial and residential customers to receive adequate and
reasonably priced services. Over the past decade, the WUTC has used a ratemaking
methodology known as the "Lurito-Gallagher" method. This method calculates rates
based on the income statements and balance sheets of each service provider, with
the goal of establishing rates that reflect the costs of providing service and
that motivate service providers to invest in equipment that improves operating
efficiency in a cost-effective manner. The Lurito-Gallagher rate-setting
methodology was adjusted in the early 1990's to better reflect the costs of
providing recycling services, by accounting for providers' increasing use of
automated equipment and adjusting for the cyclicality of the secondary
recyclables markets. This has often resulted in more frequent rate adjustments
in response to material cost shifts.

SALES AND MARKETING

In most of the Company's existing markets, waste collection, transfer and
disposal services are provided to municipalities and governmental authorities
under exclusive franchise agreements, municipal contracts and G certificates;
service providers do not contract directly with individual customers. In
addition, because the Company has grown to date primarily through acquisitions,
the Company has generally assumed existing franchise agreements, municipal
contracts and G certificates from the acquired companies, rather than obtaining
new contracts. For these reasons, the Company's sales and marketing efforts to
date have been narrowly focused. The Company expects to add sales and marketing
personnel as necessary to: (i) solicit new customers in markets where it is not
the exclusive provider of solid waste services; (ii) expand its presence into
areas adjacent to or contiguous with its existing markets; and (iii) market
additional services to existing customers.

COMPETITION

The solid waste services industry is highly competitive and fragmented and
requires substantial labor and capital resources. The industry presently
includes four large national waste companies: Allied Waste Industries, Inc.
(which has announced an impending merger with American Disposal Services, Inc.,
Browning-Ferris Industries, Inc., Republic Services Inc., and Waste Management,
Inc. (which has completed a merger with USA Waste Services, Inc. and announced
an impending merger with Eastern Environmental Services, Inc.) Several other
public companies have annual revenues in excess of $100 million, including
American Disposal Services, Inc., Casella Waste Systems, Inc., Eastern
Environmental Services, Inc., Superior Services, Inc. and Waste Industries, Inc.
Certain of the markets in which the Company competes or will likely compete are
served by one or more large, national solid waste companies, as well as by
numerous regional and local solid waste companies of varying sizes and
resources, some of which have accumulated substantial goodwill in their markets.
The Company also competes with operators of alternative disposal facilities,
including incinerators, and with counties, municipalities, and solid waste
districts that maintain their own waste collection and disposal operations.
Public sector operations may have financial advantages over the Company, because
of their access to user fees and similar charges, tax revenues and tax-exempt
financing.

The Company competes for collection, transfer and disposal volume based
primarily on the price and quality of its services. From time to time,
competitors may reduce the price of

43
<PAGE> 46

their services in an effort to expand their market shares or service areas or to
win competitively bid municipal contracts. These practices may cause the Company
to reduce the price of its services or, if it elects not to do so, to lose
business. The Company provides a substantial portion of its residential,
commercial and industrial collection services under exclusive franchise and
municipal contracts and certificates, some of which are subject to periodic
competitive bidding. The Company provides the balance of its services under
subscription agreements with individual households and one to five year service
contracts with commercial and industrial customers.

Intense competition exists not only for collection, transfer and disposal
volume, but also for acquisition candidates. The Company generally competes for
acquisition candidates with publicly owned regional and large national waste
management companies.

REGULATION

INTRODUCTION

The Company is subject to extensive and evolving federal, state and local
environmental laws and regulations, the enforcement of which has become
increasingly stringent in recent years. The environmental regulations affecting
the Company are administered by the EPA and other federal, state and local
environmental, zoning, health and safety agencies. A substantial portion of the
Company's collection business in Washington is performed under G certificates
awarded by the Washington Utilities and Transportation Commission, which
generally grant the Company perpetual and exclusive collection rights in certain
areas. The Company is currently in substantial compliance with applicable
federal, state and local environmental laws, permits, orders and regulations. It
does not currently anticipate any material environmental costs necessary to
bring its operations into compliance (although there can be no assurance in this
regard). The Company anticipates that regulation, legislation and regulatory
enforcement actions related to the solid waste services industry will continue
to increase. The Company attempts to anticipate future regulatory requirements
and to plan in advance as necessary to comply with them.

To transport solid waste, the Company must possess and comply with one or more
permits from state or local agencies. These permits also must be periodically
renewed and may be modified or revoked by the issuing agency.

The principal federal, state and local statutes and regulations that apply to
the Company's operations are described below.

THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976 ("RCRA")

RCRA regulates the generation, treatment, storage, handling, transportation and
disposal of solid waste and requires states to develop programs to ensure the
safe disposal of solid waste. RCRA divides solid waste into two groups,
hazardous and nonhazardous. Wastes are generally classified as hazardous if they
either (i) are specifically included on a list of hazardous wastes, or (ii)
exhibit certain characteristics defined as hazardous. Household wastes are
specifically designated as nonhazardous. Wastes classified as hazardous under
RCRA are subject to much stricter regulation than wastes classified as
nonhazardous, and businesses that deal with hazardous waste are subject to
regulatory obligations in addition to those imposed on handlers of nonhazardous
waste.

44
<PAGE> 47

The EPA regulations issued under Subtitle C of RCRA impose a comprehensive
"cradle to grave" system for tracking the generation, transportation, treatment,
storage and disposal of hazardous wastes. The Subtitle C Regulations impose
obligations on generators, transporters and disposers of hazardous wastes, and
require permits that are costly to obtain and maintain for sites where such
material is treated, stored or disposed. Subtitle C requirements include
detailed operating, inspection, training and emergency preparedness and response
standards, as well as requirements for manifesting, record keeping and
reporting, corrective action, facility closure, post-closure and financial
responsibility. Most states have promulgated regulations modeled on some or all
of the Subtitle C provisions issued by the EPA. Some state regulations impose
different, additional and more stringent obligations, and may regulate certain
materials as hazardous wastes that are not so regulated under the federal
Subtitle C Regulations. From the date of inception through October 1, 1998, the
Company did not, to its knowledge, transport hazardous wastes in volumes that
would subject the Company to hazardous waste regulations under RCRA.

In October 1991, the EPA adopted the Subtitle D Regulations governing solid
waste landfills. The Subtitle D Regulations, which generally became effective in
October 1993, include location restrictions, facility design standards,
operating criteria, closure and post-closure requirements, financial assurance
requirements, groundwater monitoring requirements, groundwater remediation
standards and corrective action requirements. In addition, the Subtitle D
Regulations require that new landfill sites meet more stringent liner design
criteria (typically, composite soil and synthetic liners or two or more
synthetic liners) intended to keep leachate out of groundwater and have
extensive collection systems to carry away leachate for treatment prior to
disposal. Groundwater monitoring wells must also be installed at virtually all
landfills to monitor groundwater quality and, indirectly, the effectiveness of
the leachate collection system. The Subtitle D Regulations also require, where
certain regulatory thresholds are exceeded, that facility owners or operators
control emissions of methane gas generated at landfills in a manner intended to
protect human health and the environment. Each state is required to revise its
landfill regulations to meet these requirements or such requirements will be
automatically imposed by the EPA on landfill owners and operators in that state.
Each state is also required to adopt and implement a permit program or other
appropriate system to ensure that landfills in the state comply with the
Subtitle D Regulations. Various states in which the Company operates or in which
it may operate in the future have adopted regulations or programs as stringent
as, or more stringent than, the Subtitle D Regulations.

THE FEDERAL WATER POLLUTION CONTROL ACT OF 1972, AS AMENDED
(THE "CLEAN WATER ACT")

The Clean Water Act regulates the discharge of pollutants from a variety of
sources, including solid waste disposal sites and transfer stations, into waters
of the United States. If run-off from the Company's transfer stations or run-off
or collected leachate from the Company's owned or operated landfills is
discharged into streams, rivers or other surface waters, the Clean Water Act
would require the Company to apply for and obtain a discharge permit, conduct
sampling and monitoring and, under certain circumstances, reduce the quantity of
pollutants in such discharge. Also, virtually all landfills are required to
comply with the EPA's storm water regulations issued in November 1990, which are
designed to prevent contaminated landfill storm water runoff from flowing into
surface waters. The Company believes that its facilities comply in all material
respects with the

45
<PAGE> 48

Clean Water Act requirements. Various states in which the Company operates or in
which it may operate in the future have been delegated authority to implement
the Clean Water Act permitting requirements, and some of these states have
adopted regulations that are more stringent than the federal requirements. For
example, states often require permits for discharges to ground water as well as
surface water.

THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND
LIABILITY ACT OF 1980 ("CERCLA")

CERCLA established a regulatory and remedial program intended to provide for the
investigation and cleanup of facilities where or from which a release of any
hazardous substance into the environment has occurred or is threatened. CERCLA's
primary mechanism for remedying such problems is to impose strict joint and
several liability for cleanup of facilities on current owners and operators of
the site, former owners and operators of the site at the time of the disposal of
the hazardous substances, any person who arranges for the transportation,
disposal or treatment of the hazardous substances, and the transporters who
select the disposal and treatment facilities. CERCLA also imposes liability for
the cost of evaluating and remedying any damage to natural resources. The costs
of CERCLA investigation and cleanup can be very substantial. Liability under
CERCLA does not depend on the existence or disposal of "hazardous waste" as
defined by RCRA; it can also be based on the existence of even very small
amounts of the more than 700 "hazardous substances" listed by the EPA, many of
which can be found in household waste. In addition, the definition of "hazardous
substances" in CERCLA incorporates substances designated as hazardous or toxic
under the federal Clean Water Act, Clear Air Act and Toxic Substances Control
Act. If the Company were found to be a responsible party for a CERCLA cleanup,
the enforcing agency could hold the Company, or any other generator, transporter
or the owner or operator of the contaminated facility, responsible for all
investigative and remedial costs, even if others were also liable. CERCLA also
authorizes the imposition of a lien in favor of the United States on all real
property subject to, or affected by, a remedial action for all costs for which a
party is liable. CERCLA gives a responsible party the right to bring a
contribution action against other responsible parties for their allocable shares
of investigative and remedial costs. The Company's ability to obtain
reimbursement from others for their allocable shares of such costs would be
limited by the Company's ability to find other responsible parties and prove the
extent of their responsibility and by the financial resources of such other
parties.

THE CLEAN AIR ACT

The Clean Air Act generally, through state implementation of federal
requirements, regulates emissions of air pollutants from certain landfills based
on the date of the landfill construction and volume per year of emissions of
regulated pollutants. Larger landfills and landfills located in areas that do
not comply with certain requirements of the Clean Air Act may be subject to even
more extensive air pollution controls and emission limitations. In addition, the
EPA has issued standards regulating the disposal of asbestos-containing
materials. Air permits to construct may be required for gas collection and
flaring systems, and operating permits may be required, depending on the
estimated volume of emissions.

All of the federal statutes described above contain provisions authorizing,
under certain circumstances, the institution of lawsuits by private citizens to
enforce the provisions of the

46
<PAGE> 49

statutes. In addition to a penalty award to the United States, some of those
statutes authorize an award of attorneys' fees to parties successfully advancing
such an action.

THE OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 (THE "OSH ACT")

The OSH Act is administered by the Occupational Safety and Health Administration
("OSHA"), and in many states by state agencies whose programs have been approved
by OSHA. The OSH Act establishes employer responsibilities for worker health and
safety, including the obligation to maintain a workplace free of recognized
hazards likely to cause death or serious injury, to comply with adopted worker
protection standards, to maintain certain records, to provide workers with
required disclosures and to implement certain health and safety training
programs. Various OSHA standards may apply to the Company's operations,
including standards concerning notices of hazards, safety in excavation and
demolition work, the handling of asbestos and asbestos-containing materials, and
worker training and emergency response programs.

FLOW CONTROL/INTERSTATE WASTE RESTRICTIONS

Certain permits and approvals, as well as certain state and local regulations,
may limit a landfill to accepting waste that originates from specified
geographic areas, restrict the importation of out-of-state waste or otherwise
discriminate against out-of-state waste. These restrictions, generally known as
flow control restrictions, are controversial, and some courts have held that
some flow control schemes violate constitutional limits on state or local
regulation of interstate commerce. From time to time, federal legislation is
proposed that would allow some local flow control restrictions. Although no such
federal legislation has been enacted to date, if such federal legislation should
be enacted in the future, states in which the Company operates landfills could
limit or prohibit the importation of out-of-state waste or direct that wastes be
handled at specified facilities. Such state actions could adversely affect the
Company's landfills. These restrictions could also result in higher disposal
costs for the Company's collection operations. If the Company were unable to
pass such higher costs through to its customers, the Company's business,
financial condition and operating results could be adversely affected.

Certain state and local jurisdictions may also seek to enforce flow control
restrictions through local legislation or contractually. In certain cases, the
Company may elect not to challenge such restrictions. These restrictions could
reduce the volume of waste going to landfills in certain areas, which may
adversely affect the Company's ability to operate its landfills at their full
capacity and/or reduce the prices that the Company can charge for landfill
disposal services. These restrictions may also result in higher disposal costs
for the Company's collection operations. If the Company were unable to pass such
higher costs through to its customers, the Company's business, financial
condition and operating results could be adversely affected.

STATE AND LOCAL REGULATION

Each state in which the Company now operates or may operate in the future has
laws and regulations governing the generation, storage, treatment, handling,
transportation and disposal of solid waste, occupational safety and health,
water and air pollution and, in most cases, the siting, design, operation,
maintenance, closure and post-closure maintenance of landfills and transfer
stations. In addition, many states have adopted statutes comparable

47
<PAGE> 50

to, and in some cases more stringent than, CERCLA. These statutes impose
requirements for investigation and cleanup of contaminated sites and liability
for costs and damages associated with such sites, and some provide for the
imposition of liens on property owned by responsible parties. Furthermore, many
municipalities also have ordinances, local laws and regulations affecting
Company operations. These include zoning and health measures that limit solid
waste management activities to specified sites or activities, flow control
provisions that direct the delivery of solid wastes to specific facilities, laws
that grant the right to establish franchises for collection services and then
put such franchises out for bid, and bans or other restrictions on the movement
of solid wastes into a municipality.

Permits or other land use approvals with respect to a landfill, as well as state
or local laws and regulations, may specify the quantity of waste that may be
accepted at the landfill during a given time period, and/or specify the types of
waste that may be accepted at the landfill. Once an operating permit for a
landfill is obtained, it must generally be renewed periodically.

There has been an increasing trend at the state and local level to mandate and
encourage waste reduction at the source and waste recycling, and to prohibit or
restrict the disposal of certain types of solid wastes, such as yard wastes,
leaves and tires, in landfills. The enactment of regulations reducing the volume
and types of wastes available for transport to and disposal in landfills could
prevent the Company from operating its facilities at their full capacity.

Some state and local authorities enforce certain federal laws in addition to
state and local laws and regulations. For example, in some states, RCRA, the OSH
Act, parts of the Clean Air Act and parts of the Clean Water Act are enforced by
local or state authorities instead of by the EPA, and in some states those laws
are enforced jointly by state or local and federal authorities.

PUBLIC UTILITY REGULATION

In many states, public authorities regulate the rates that landfill operators
may charge. The rates that the Company may charge at its Fairmead Landfill for
the disposal of municipal solid waste are regulated by the Madera County Board
of Supervisors. The adoption of rate regulation or the reduction of current
rates in states in which the Company owns or operates landfills could adversely
affect the Company's business, financial condition and operating results.

Solid waste collection services in all unincorporated areas of Washington and in
electing municipalities in Washington are provided under G certificates awarded
by the Washington Utilities and Transportation Commission. The WUTC also sets
rates for regulated solid waste collection services in Washington.

RISK MANAGEMENT, INSURANCE AND PERFORMANCE BONDS

The Company maintains an environmental and other risk management programs
appropriate for its business. The Company's environmental risk management
program includes evaluating existing facilities and potential acquisitions for
environmental law compliance. The Company does not presently expect
environmental compliance costs to increase above current levels, but the Company
cannot predict whether future acquisitions will cause such costs to increase.
The Company also maintains a worker safety program that encourages safe
practices in the workplace. Operating practices at all Company

48
<PAGE> 51

operations emphasize minimizing the possibility of environmental contamination
and litigation. The Company's facilities comply in all material respects with
applicable federal and state regulations.

The Company carries a broad range of insurance, which the Company's management
considers adequate to protect the Company's assets and operations. The coverage
includes general liability, comprehensive property damage, workers' compensation
and other coverage customary in the industry. These policies generally exclude
coverage for damages associated with environmental conditions. Because of the
limited availability and high cost of environmental impairment liability
insurance, and in light of the Company's limited landfill operations, the
Company has not obtained such coverage. If the Company were to incur liability
for environmental cleanups, corrective action or damage, its financial condition
could be materially and adversely affected. The Company will continue to
investigate the possibility of obtaining environmental impairment liability
insurance, particularly if it acquires or operates landfills other than the
Fairmead Landfill and the Red Carpet Landfill. The Company believes that most
other landfill operators do not carry such insurance.

Municipal solid waste collection contracts may require performance bonds or
other means of financial assurance to secure contractual performance. Certain
environmental regulations also require demonstrated financial assurance to meet
closure and post-closure requirements for landfills. The Company has not
experienced difficulty in obtaining performance bonds or letters of credit for
its current operations. At October 1, 1998, the Company had provided customers
and various regulatory authorities with surety bonds and letters of credit in
the aggregate amount of approximately $1.4 million to secure its obligations.
The Company's credit facility provides for the issuance of letters of credit in
an amount up to $5 million, but any letters of credit issued reduce the
availability of borrowings for acquisitions and other general corporate
purposes. If the Company were unable to obtain surety bonds or letters of credit
in sufficient amounts or at acceptable rates, it could be precluded from
entering into additional municipal solid waste collection contracts or obtaining
or retaining landfill operating permits.

PROPERTY AND EQUIPMENT

As of October 1, 1998, the Company owned and operated 22 collection operations,
five transfer stations and one Subtitle D landfill and operated an additional
five transfer stations, one Subtitle D landfill and three recycling facilities.
The Company leases various offices and facilities, including its corporate
offices in Roseville, California. The real estate owned by the Company is not
subject to material encumbrances. The Company owns various equipment, including
waste collection and transportation vehicles, related support vehicles, carts,
containers, and heavy equipment used in landfill operations. The Company
believes that its existing facilities and equipment are generally adequate for
its current operations. However, the Company expects to make substantial
investments in property and equipment for expansion and replacement of assets
and in connection with future acquisitions.

EMPLOYEES

At October 1, 1998, the Company employed approximately 550 full-time employees,
including approximately 38 persons classified as professionals or managers,
approximately

49
<PAGE> 52

461 employees involved in collection, transfer, disposal and recycling
operations, and approximately 51 sales, clerical, data processing or other
administrative employees.

Approximately 55 drivers and mechanics at the Company's Vancouver, Washington
operation are represented by the Teamsters Union, with which Browning-Ferris
Industries of Washington, Inc., the Company's predecessor in Vancouver, entered
a four-year collective bargaining agreement in January 1997. Approximately 11
drivers at Arrow are currently represented by the Teamsters Union, with which
Arrow entered a three-year collective bargaining agreement in March 1998. In
addition, in July 1997, the employees at the Company's facility in Issaquah,
Washington, adopted a measure to select a union to represent them in labor
negotiations with management. The union and management operated under a one-year
negotiating agreement that ended on July 27, 1998. Since that date, negotiations
have continued between the union and the Company, although the union is
permitted to call a strike or call for arbitration of the outstanding issues.
The Company is not aware of any other organizational efforts among its employees
and believes that its relations with its employees are good.

LEGAL PROCEEDINGS

The Company is a party to various legal proceedings in the ordinary course of
business and as a result of the extensive governmental regulation of the solid
waste industry. Management does not believe that these proceedings, either
individually or in the aggregate, are likely to have a material adverse effect
on the Company's business, financial condition, operating results or cash flows.

50
<PAGE> 53

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information concerning the Company's
executive officers and directors as of October 1, 1998:

<TABLE>
<CAPTION>
NAME AGE POSITIONS
---- --- ---------
<S> <C> <C>
Ronald J. 35 President, Chief Executive Officer and
Mittelstaedt(1)(2)....... Chairman
Steven F. Bouck............ 41 Executive Vice President and Chief Financial
Officer
Eugene V. Dupreau(3)....... 51 Vice President -- Madera; Director
Charles B. Youngclaus...... 58 Vice President -- Madera; Advisory Director
Darrell W. Chambliss....... 34 Vice President -- Operations; Secretary
Michael R. Foos............ 33 Vice President and Corporate Controller
Eric J. Moser.............. 31 Treasurer and Assistant Corporate Controller
David M. Hall.............. 42 Vice President -- Business Development
Michael W. 37 Director
Harlan(1)(2)(3)..........
William J. 50 Director
Razzouk(1)(2)(3).........
</TABLE>

- -------------------------
(1) Member of the Executive Committee.

(2) Member of the Audit Committee.

(3) Member of the Compensation Committee.

Ronald J. Mittelstaedt has been President, Chief Executive Officer and a
director of the Company since it was formed, and was elected Chairman in January
1998. He also served as a consultant to the Company in August and September
1997. Mr. Mittelstaedt has more than ten years of experience in the solid waste
industry. He served as a consultant to United Waste Systems, Inc., with the
title of Executive Vice President, from January 1997 to August 1997, where he
was responsible for corporate development for all states west of Colorado. As
Regional Vice President of USA Waste Services, Inc. (including Sanifill, Inc.,
which was acquired by USA Waste Services, Inc.) from November 1993 to January
1997, he was responsible for all operations in 16 states and Canada. Mr.
Mittelstaedt held various positions at Browning-Ferris Industries, Inc. from
August 1987 to November 1993, most recently as Division Vice President in
northern California, overseeing the San Jose market. Previously he was the
District Manager responsible for BFI's operations in Sacramento and the
surrounding areas. He holds a B.S. in Finance from the University of California
at Santa Barbara.

Steven F. Bouck has been Executive Vice President and Chief Financial Officer of
the Company since February 1998. Mr. Bouck held various positions with First
Analysis Corporation from 1986 to 1998, including most recently as Managing
Director coordinating corporate finance. In that capacity, he provided merger
and acquisition advisory services to companies in the environmental industry.
Mr. Bouck was also responsible for assisting in investing venture capital funds
focussed on the environmental industry that were managed by First Analysis. In
connection with those investments, he served on the boards of directors of
several companies. While at First Analysis, Mr. Bouck also provided analytical
research coverage of a number of publicly traded environmental services
companies. Mr. Bouck holds B.S. and M.S. degrees in mechanical engineering from
Rensselaer

51
<PAGE> 54

Polytechnic Institute and an M.B.A. in Finance from the Wharton School. He has
been a Chartered Financial Analyst since 1990.

Eugene V. Dupreau has been Vice President -- Madera and a director of the
Company since February 23, 1998. Mr. Dupreau served as President and a director
of Madera Disposal Systems, Inc. beginning in 1981 and 1985, respectively, and
held both positions until the Company acquired Madera in 1998. Mr. Dupreau holds
a B.S. in Business Administration from Fresno State University and has completed
advanced coursework in waste management. He serves as a director of several
civic and charitable organizations in Madera County.

Charles B. Youngclaus has been Vice President -- Madera and an advisory director
of the Company since February 23, 1998. Mr. Youngclaus founded Madera Disposal
Systems, Inc. in 1981 and was its Chief Operating Officer and Vice President
before its acquisition by the Company in 1998. Mr. Youngclaus owned and operated
Madera's predecessor company, Madera County Disposal, from 1965 to 1981. Mr.
Youngclaus holds a B.S. from Fresno State University and has completed advanced
coursework in waste management, including certification in clay liner
construction by the University of Texas in 1992. Mr. Youngclaus is a Board
Member of the California Refuse Removal Council and is incoming Treasurer of the
Northern California chapter.

Darrell W. Chambliss has been Vice President -- Operations and Secretary of the
Company since October 1, 1997. Mr. Chambliss held various management positions
at USA Waste Services, Inc. (including Sanifill, Inc. and United Waste, Inc.,
both of which were acquired by USA Waste Services, Inc.) from April 1995 to
September 1997, including most recently Division Manager in Corning, California,
where he was responsible for the operations of 19 operating companies as well as
supervising and integrating acquisitions. From July 1989 to April 1995, he held
various management positions with Browning-Ferris Industries, Inc., including
serving as Assistant District Manager in San Jose, California, where he was
responsible for a significant hauling operation, and serving as District Manager
in Tucson, Arizona for more than three years. Mr. Chambliss holds a B.S. in
Business Administration from the University of Arkansas.

Michael R. Foos has been Vice President and Corporate Controller of the Company
since October 1, 1997. Mr. Foos served as Division Controller of USA Waste
Services, Inc. (including Sanifill, Inc., which was acquired by USA Waste
Services, Inc.) from October 1996 to September 1997, where he was responsible
for financial compilation and reporting and acquisition due diligence for a
seven-state region. Mr. Foos served as Assistant Regional Controller at USA
Waste Services, Inc. from August 1995 to September 1996, where he was
responsible for internal financial reporting for operations in six states and
Canada. Mr. Foos also served as District Controller for Waste Management, Inc.
from February 1990 to July 1995, and was a member of the audit staff of Deloitte
& Touche from 1987 to 1990. Mr. Foos holds a B.S. in Accounting from Ferris
State University.

David M. Hall has been Vice President -- Business Development since August 1,
1998. Mr. Hall has over twelve years experience in the solid waste industry with
extensive operating and marketing experience in the Western U.S. From October,
1995 to July, 1998, Mr. Hall was the Divisional Vice President of USA Waste
Services, Inc., Rocky Mountain Division (including for Sanifill, Inc. which was
acquired by USA Waste Services, Inc.). Mr. Hall was the first Sanifill employee
in the state of Colorado and in his capacity for both USA Waste Services, Inc.
and Sanifill, Inc. he oversaw all operations

52
<PAGE> 55

and business development in six Rocky Mountain states. Prior to Sanifill, Mr.
Hall held various management positions with BFI from October, 1986 to October,
1995, including Vice President of Sales for the Western United States. Prior to
the solid waste industry, Mr. Hall was employed from 1979 to 1986 in a variety
of sales and marketing management positions in the high technology sector. Mr.
Hall received a BS degree in Management and Marketing in 1979 from SW Missouri
State University.

Eric J. Moser has been the Company's Treasurer and Assistant Corporate
Controller since October 1, 1997. From August 1995 to September 1997, Mr. Moser
held various finance positions at USA Waste Services, Inc. (including Sanifill,
Inc., which was acquired by USA Waste Services, Inc.), most recently as
Controller of the Ohio Division, where he was responsible for internal financial
compilation and reporting and acquisition due diligence. Previously Mr. Moser
was Controller of the Michigan Division of USA Waste Services, Inc., where he
was responsible for internal financial reporting. Mr. Moser served as Controller
for Waste Management, Inc. from June 1993 to August 1995, where he was
responsible for internal financial reporting for a hauling company, landfill and
transfer station. Mr. Moser holds a B.S. in Accounting from Illinois State
University.

Michael W. Harlan has been a director of the Company since January 30, 1998.
From November 1997 to January 30, 1998, Mr. Harlan served as a consultant to the
Company on various financial matters. From March 1997 to August 1998, Mr. Harlan
was Vice President and Chief Financial Officer of Apple Orthodontix, Inc., a
publicly traded company that provides practice management services to
orthodontic practices in the U.S. and Canada. From April 1991 to December 1996,
Mr. Harlan held various positions in the finance and acquisition departments of
USA Waste Services, Inc. (including Sanifill, Inc., which was acquired by USA
Waste Services, Inc.), including serving as Treasurer and Assistant Secretary
beginning in September 1993. From May 1982 to April 1991, Mr. Harlan held
various positions in the tax and corporate financial consulting services
division of Arthur Andersen LLP, where he was a Manager since July 1986. Mr.
Harlan is a Certified Public Accountant and holds a B.A. from the University of
Mississippi.

William J. Razzouk has been a director of the Company since January 30, 1998.
Mr. Razzouk owns a management consulting business and an investment company that
focuses on identifying strategic acquisitions. From September 1997 until April
1998, he was also the President, Chief Operating Officer and a director of
Storage USA, Inc., a publicly traded real estate investment trust that owns and
operates more than 350 mini storage warehouses. He served as the President and
Chief Operating Officer of America Online from February 1996 to June 1996. From
1983 to 1996, Mr. Razzouk held various management positions at Federal Express
Corporation, most recently as Executive Vice President, World Wide Customer
Operations, with full worldwide profit and loss responsibility. Mr. Razzouk
previously held management positions at ROLM Corporation, Philips Electronics
and Xerox Corporation. He is a member of the Board of Directors of Fritz
Companies, Inc. and previously was a director of Sanifill, Inc., Cordis Corp.
and La Quinta Motor Inns. He holds a Bachelor of Journalism degree from the
University of Georgia.

CLASSIFICATION OF BOARD OF DIRECTORS

The Board of Directors is divided into three classes. The term of office of the
first class (currently comprised of Eugene V. Dupreau) will expire at the annual
meeting of stockholders following the fiscal year ending December 31, 1998. The
term of office of the

53
<PAGE> 56

second class (currently comprised of Michael W. Harlan and William J. Razzouk)
will expire at the annual meeting of stockholders following the fiscal year
ending December 31, 1999. The term of office of the third class (currently
comprised of Ronald J. Mittelstaedt) will expire at the annual meeting of
stockholders following the fiscal year ending December 31, 2000. At each annual
meeting, stockholders will elect successors to the directors of the class whose
term expires at such meeting, to serve for three-year terms and until their
successors are elected and qualified. See "Description of Capital Stock --
Certain Charter and By-Law Provisions -- Classified Board of Directors."

COMMITTEES OF THE BOARD

The Board of Directors has established an Executive Committee and has authorized
an Audit Committee and a Compensation Committee. A majority of the members of
the Executive Committee are, and both members of each of the Audit and
Compensation Committees are, independent directors who are not employees of the
Company or one of its subsidiaries.

COMPENSATION OF DIRECTORS

Directors do not currently receive any compensation for attending meetings of
the Board of Directors. Each independent director receives a fee of $1,500 for
attending each Board meeting and each committee meeting (unless held on the same
day as the full Board meeting), in addition to reimbursement of reasonable
expenses.

Each independent director who has not been an employee of the Company at any
time during the 12 months preceding his initial election and appointment to the
Board is granted an option to purchase 15,000 shares of the Company's Common
Stock at the time of his or her initial election or appointment. The Company has
granted to each of Messrs. Harlan and Razzouk options to purchase 15,000 shares
of Common Stock at $3.00 per share, exercisable on October 1, 1998.

Beginning in 1999, the Company will grant each independent director, on February
1 of each year during which such person serves on the Board, an option to
purchase 7,500 shares of the Company's Common Stock. All such options will have
an exercise price equal to the fair market value of the Common Stock on the
grant date, will vest in full on the grant date, and will expire upon the
earlier to occur of ten years after the grant date or one year after the
director ceases to be a member of the Board.

54
<PAGE> 57

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION INFORMATION

The Company was incorporated in September 1997. The following table contains
information about the annual and long-term compensation earned in 1997 by the
Chief Executive Officer. The Chief Executive Officer has been compensated in
accordance with the terms of his Employment Agreement described below.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------
SHARES
ANNUAL COMPENSATION UNDERLYING
---------------------------- RESTRICTED OPTIONS/WARRANTS ALL OTHER
SALARY(1) BONUS(1) OTHER STOCK GRANTED(2) COMPENSATION(3)
--------- -------- ----- ---------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Ronald J.
Mittelstaedt....... $39,903 $25,000 -- $0 200,000 $10,000
</TABLE>

- -------------------------
(1) Salary and bonus figures reflect employment from October 1, 1997 through
December 31, 1997. Bonus figure reflects portion earned during 1997; such
bonus is payable in 1998.

(2) See "Option and Warrant Grants" below.

(3) Consists of consulting fees for services rendered prior to the Company's
formation.

STOCK OPTIONS AND WARRANTS

Option and Warrant Grants. The following table contains information concerning
the grant of options and warrants to purchase shares of the Company's Common
Stock to the Company's Chief Executive Officer during the period from inception
(September 9, 1997) through December 31, 1997:

1997 OPTION AND WARRANT GRANTS

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF
SHARES % OF TOTAL STOCK PRICE
UNDERLYING OPTIONS AND APPRECIATION FOR
OPTIONS WARRANT OPTION/WARRANT
AND GRANTED TO TERM(2)
NAME OF WARRANT EMPLOYEES IN EXERCISE PRICE EXPIRATION -----------------------
BENEFICIAL OWNER GRANTED 1997 PER SHARE(1) DATE 5% 10%
---------------- ---------- ------------ -------------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Ronald J.
Mittelstaedt....... 100,000(3) 15.9% $2.80 Dec. 14, 2007 $1,675,000 $2,832,000
100,000(4) 15.9% $2.80 Dec. 14, 2002 $1,252,000 $1,653,000
</TABLE>

- -------------------------
(1) The options and warrant were granted at or above fair market value as
determined by the Board of Directors on the date of grant.

(2) Amounts reported in these columns represent amounts that the Chief Executive
Officer could realize on exercise of options and warrant immediately before
they expire, assuming that the Company's Common Stock appreciates at 5% or
10% annually. These amounts do not take into account taxes and expenses that
may be payable on such exercise. The amount actually realized will depend on
the price of the Common Stock when the options or warrants are exercised,
which may be before the term expires. The Commission requires the table to
reflect 5% and 10% annualized rates of stock price appreciation; the Company
does not project those rates. The Common Stock may not appreciate at those
rates.

55
<PAGE> 58

(3) Warrant vested immediately on date of grant.

(4) Options vested 33% on October 1, 1998, and will vest an additional 33% on
October 1, 1999, and 34% on October 1, 2000.

Option and Warrant Values. The following table shows information about the value
of the Chief Executive Officer's unexercised options and warrants outstanding as
of December 31, 1997. The Chief Executive Officer did not exercise any options
or warrants during 1997.

1997 OPTION AND WARRANT VALUES

<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AND IN-THE-MONEY OPTIONS AND
WARRANT AT WARRANT AT
DECEMBER 31, 1997 DECEMBER 31, 1997(1)
---------------------------- ----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Ronald J. Mittelstaedt......... 100,000 100,000 -- --
</TABLE>

- -------------------------
(1) There was no public trading market for the Company's Common Stock at
December 31, 1997. Accordingly, as permitted by the rules of the Commission,
the Company calculated these values based on the fair market value of the
Company's Common Stock as of December 31, 1997, of $2.02 per share, as
determined by the Board of Directors based on an independent valuation, less
the aggregate exercise price.

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with Steven F. Bouck, Eugene
V. Dupreau, Charles B. Youngclaus, Darrell W. Chambliss, Michael R. Foos, Eric
J. Moser and David M. Hall. Each agreement has a three-year term.

The Company entered into an employment agreement with Ronald J. Mittelstaedt,
the President and the Chief Executive Officer, on October 1, 1997. The initial
annual base salary is $170,000. Mr. Mittelstaedt's base salary will be adjusted
to at least $250,000 on October 1, 1998. The agreement provides for a minimum
bonus of $125,000 for the 15-month period ending December 31, 1998, if the
Company achieves certain acquisition and financial targets.

The agreement has an initial five-year term, and then automatically renews for
additional successive one-year terms unless terminated earlier upon written
notice of either Mr. Mittelstaedt or the Company or extended further by the
Board. The Company or Mr. Mittelstaedt may terminate the agreement with or
without cause at any time. If the Company terminates the agreement without cause
(as defined in the agreement) or if Mr. Mittelstaedt terminates the agreement
for good reason (as defined in the agreement), the Company is required to make
certain severance payments, and all of Mr. Mittelstaedt's unvested options,
warrants and rights relating to capital stock of the Company will immediately
vest. A change of control of the Company (as defined in the agreement) is
generally treated as a termination of Mr. Mittelstaedt without cause.

Under the employment agreement, the Company sold Mr. Mittelstaedt 617,500 shares
of the Company's Common Stock for $0.01 per share and 357,143 shares of the
Company's Series A Preferred Stock for $1,000,000. Mr. Mittelstaedt may
recommend nominees for

56
<PAGE> 59

election to the Company's Board of Directors. If the Board has five or fewer
members, Mr. Mittelstaedt may recommend two nominees, and if it consists of more
than five members, he may recommend three nominees.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The full Board of Directors served as the compensation committee of the Board
during 1997. When the employment agreement with Mr. Mittelstaedt was approved by
the Board of Directors, Mr. Mittelstaedt was one of three members of the Board
of Directors. No executive officer of the Company served as a director or member
of the compensation committee of another entity, one of whose executive officers
served as a director or member of the Compensation Committee of the Company.

1997 STOCK OPTION PLAN

The 1997 Stock Option Plan (the "Stock Option Plan") was adopted by the Board of
Directors effective as of October 1, 1997, and was approved by the stockholders
on March 12, 1998. The Stock Option Plan is intended to provide employees,
consultants and directors with additional incentives by increasing their
proprietary interests in the Company. Under the Stock Option Plan, the Company
may grant options with respect to a maximum of 1,200,000 shares of Common Stock.
As of October 1, 1998, the Company had granted options to purchase 1,038,050
shares of Common Stock at a weighted average exercise price of $7.25 per share.

The Compensation Committee of the Board of Directors currently administers the
Stock Option Plan. The administrator of the Stock Option Plan determines the
employees, consultants and directors to whom options are granted (the
"Optionees"), the type, size and term of the options, the grant date, the
expiration date, the vesting schedule and other terms and conditions of the
options.

The Stock Option Plan provides for the grant of incentive stock options ("ISOs")
as defined in section 422 of the Internal Revenue Code, as amended, and
nonqualified stock options. Only employees of the Company may receive ISOs. The
aggregate fair market value, as of the grant date, of the Common Stock subject
to ISOs that become exercisable by any employee during any calendar year may not
exceed $100,000. Options generally become exercisable in installments pursuant
to a vesting schedule set forth in the option agreement. No option may be
granted after September 30, 2007. No option will remain exercisable later than
10 years after the grant date (or five years in the case of ISOs granted to
Optionees owning more than 10% of the total combined voting power of all classes
of the Company's outstanding capital stock (a "Ten Percent Stockholder")). The
exercise price of ISOs granted under the Stock Option Plan must be at least the
fair market value of a share of Common Stock on the grant date (or 110% of such
fair market value, in the case of ISOs granted to Ten Percent Stockholders).

If an Optionee with outstanding options retires or becomes disabled and does not
die within the three months after retirement or disability, the Optionee may
exercise his or her options, but generally only within the period ending on the
earlier of: (i) six months after retirement or disability; or (ii) the
expiration of the option set forth in the option agreement. If the Optionee does
not exercise his or her options within that time period, the options terminate,
and the shares of Common Stock subject to the options become available for
issuance under the Stock Option Plan. If the Optionee ceases to be an

57
<PAGE> 60

employee, consultant or director of the Company other than because of
retirement, death or disability, his or her options generally terminate on the
date such relationship terminates, and the shares of Common Stock subject to the
options become available for issuance under the Stock Option Plan. Each option
agreement may give the Company the right to repurchase shares acquired by an
Optionee under the Stock Option Plan upon termination of the Optionee.

58
<PAGE> 61

CERTAIN TRANSACTIONS

INITIAL FUNDING

In September and October 1997, the Company sold 2,300,000 shares of Common Stock
at $0.01 per share and 2,499,998 shares of Series A Preferred Stock at $2.80 per
share to 19 accredited investors, including certain officers and directors of
the Company, in a private placement. The sales were made in accordance with
Regulation D under the Securities Act of 1933, as amended (the "Securities
Act"). The investors included the following officers and directors of the
Company, their immediate family members, and entities controlled by them:

Mittelstaedt Family Trust dated 6/18/97 (trustee is Ronald J. Mittelstaedt,
President, Chief Executive Officer and Chairman): 357,143 shares of Series A
Preferred for $1,000,000 and 617,500 shares of Common Stock for $6,175;

J. Bradford Bishop (former director; resigned January 30, 1998): 678,750 shares
of Common Stock for $6,787.50;

James N. Cutler, Jr. (former director; resigned January 30, 1998): 678,750
shares of Common Stock for $6,787.50;

Bishop-Cutler L.L.C. (controlled by former directors J. Bradford Bishop and
James N. Cutler, Jr.): 339,285 shares of Series A Preferred Stock for $950,000;

Frank W. Cutler (brother of former director James N. Cutler, Jr.): 142,857
shares of Series A Preferred Stock for $400,000 and 275,000 shares of Common
Stock for $2,750;

Darrell W. Chambliss (Vice President -- Operations): 20,000 shares of Common
Stock for $200;

Michael R. Foos (Vice President and Corporate Controller): 20,000 shares of
Common Stock for $200;

Eric J. Moser (Treasurer and Assistant Corporate Controller): 10,000 shares of
Common Stock for $100.

OPTIONS AND WARRANTS TO MANAGEMENT GROUP

On October 1, 1997, Darrell W. Chambliss, Michael R. Foos and Eric J. Moser were
granted options to purchase 150,000, 150,000 and 85,000 shares, respectively, of
Common Stock, pursuant to their respective employment agreements with the
Company.

On December 15, 1997, each of then directors James N. Cutler and J. Bradford
Bishop and Board consultant Frank W. Cutler was granted a warrant to purchase
247,000 shares of Common Stock at an exercise price of $2.80 per share. Messrs.
Cutler and Bishop resigned as directors on January 30, 1998, and Frank W.
Cutler's consulting relationship with the Board terminated on that date. On
December 15, 1997, Ronald J. Mittelstaedt was granted a warrant to purchase
100,000 shares of Common Stock at an exercise price of $2.80 per share and an
option to purchase 100,000 shares of Common Stock at an exercise price of $2.80
per share. All of the above warrants and options are currently exercisable,
except for the option to purchase 100,000 shares granted to Mr. Mittelstaedt,
one-third of which becomes exercisable on each of October 1, 1998, October 1,
1999, and October 1, 2000.

59
<PAGE> 62

On December 15, 1997, Michael W. Harlan was granted a warrant to purchase 5,000
shares of Common Stock at an exercise price of $2.80 per share, exercisable on
October 1, 1998. On January 30, 1998, Mr. Harlan and William J. Razzouk were
each granted an option to purchase 15,000 shares of Common Stock at an exercise
price of $3.00 per share, exercisable on October 1, 1998.

On February 1, 1998, Steven F. Bouck was granted options to purchase 200,000
shares of Common Stock, pursuant to his employment agreement with the Company.
These options include an option to purchase 100,000 shares at an exercise price
of $2.80 per share, of which one-third is exercisable on each of October 1,
1998, October 1, 1999, and October 1, 2000. Of Mr. Bouck's remaining options, an
option to purchase 50,000 shares has an exercise price of $9.50 per share, and
an option to purchase 50,000 shares has an exercise price of $12.50 per share;
one-third of each of these options vests on each of October 1, 1998, October 1,
1999, and October 1, 2000. On February 1, 1998, Mr. Bouck was granted an
immediately exercisable warrant to purchase 50,000 shares of Common Stock at an
exercise price of $2.80 per share, which he exercised in March 1998.

On February 23, 1998, Eugene V. Dupreau and Charles B. Youngclaus were granted
warrants in connection with the Company's acquisition of Madera. See "Purchase
of Madera Disposal Systems, Inc." below.

On July 7, 1998, David M. Hall was granted options to purchase 50,000 shares of
Common Stock at an exercise price of $18.125 per share, one third of which
become exercisable on each of October 1, 1998, October 1, 1999, and October 1,
2000.

PURCHASE OF WASTE CONNECTIONS OF IDAHO, INC.

On January 30, 1998, the Company purchased all of the outstanding stock of Waste
Connections of Idaho, Inc. ("Waste Connections Idaho") from Ronald J.
Mittelstaedt, J. Bradford Bishop and James N. Cutler, Jr., the sole shareholders
of Waste Connections Idaho. The purchase price was $3,000, which was the
aggregate price that Messrs. Mittelstaedt, Bishop and Cutler had paid initially
for the shares. Messrs. Mittelstaedt, Bishop and Cutler formed Waste Connections
Idaho in September 1997 for the purpose of acquiring certain assets from
Browning-Ferris Industries of Idaho, Inc.

PURCHASE OF MADERA DISPOSAL SYSTEMS, INC.

Eugene V. Dupreau was President and a 16.7% shareholder of Madera Disposal
Systems, Inc. before it was acquired by the Company on February 23, 1998.
Charles B. Youngclaus was Chief Operating Officer and a 16.7% shareholder of
Madera before it was acquired by the Company. For their shares of Madera's
common stock, each of Messrs. Dupreau and Youngclaus received $630,662 in cash,
333,333 shares of the Company's Common Stock and warrants to purchase 66,667
shares of the Company's Common Stock at an exercise price of $4.00 per share.
Each of Messrs. Dupreau and Youngclaus has been engaged by the Company as Vice
President -- Madera. Mr. Dupreau was appointed a director of the Company,
effective February 23, 1998.

The Company is required to pay contingent consideration to certain former Madera
shareholders, if they participate in the events that give rise to the
consideration, if the Company enters into certain specified business
transactions by February 3, 2001. These shareholders may include Messrs. Dupreau
and Youngclaus.

60
<PAGE> 63

PURCHASE OF YOUNGCLAUS ENTERPRISES.

On September 9, 1998, the Company purchased the business assets of Youngclaus
Enterprises, a proprietorship, from Charles B. Youngclaus. The aggregate
purchase price was $139,000, which was paid through the issuance of Common
Stock.

OTHER TRANSACTIONS.

The Company has entered into certain transactions with Continental Paper, LLC,
an Oregon limited liability company doing business as Fibres International
("Fibres"). J. Bradford Bishop and James N. Cutler, Jr. own 60% of the
membership interests in Fibres, were directors of the Company when some of these
transactions occurred and may be deemed promoters of the Company. In markets
where Fibres has processing facilities (which include three of the Company's
current markets), the Company delivers to Fibres' processing facilities all of
the Company's collected recyclable materials for which Fibres pays the market
rate (adjusted to reflect the Company's costs of transporting the materials to
Fibres or another processor) otherwise obtainable by the Company for such
materials. The Company received approximately $222,701 in gross revenues from
Fibres from the Company's inception through December 31, 1997. After deducting
the fees the Company paid to Fibres for the right to collect the recyclables,
the Company retained approximately $10,860. The Company made net payments of
$65,163 to Fibres for the six-month period ending June 30, 1998.

61
<PAGE> 64

PRINCIPAL STOCKHOLDERS

The following table shows the amount of the Company's Common Stock beneficially
owned, as of October 1, 1998, by: (i) each person or entity that the Company
knows owns more than 5% of the Company's Common Stock; (ii) Mr. Mittelstaedt and
each director of the Company; and (iii) all current directors and executive
officers of the Company as a group.

<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER(1) NUMBER PERCENTAGE
--------------------------- --------- ----------
<S> <C> <C>
James N. Cutler, Jr.(2)(3).............................. 977,322 10.6%
J. Bradford Bishop(2)(3)................................ 916,607 9.9
Ronald J. Mittelstaedt(2)(4)............................ 1,058,376 11.4
Frank W. Cutler(2)(3)................................... 672,246 7.3
Eugene V. Dupreau(2)(5)................................. 402,000 4.3
Kieckhefer Partnership 84-1(2).......................... 562,104 6.1
Michael W. Harlan(2)(6)................................. 20,000 0.2
William J. Razzouk(2)(7)................................ 15,000 0.2
Eugene P. Polk(2)(8).................................... 749,470 8.1
All executive officers and directors as a group (10
persons).............................................. 2,225,092 24.0
</TABLE>

- ---------------
(1) Beneficial ownership is determined in accordance with the rules of the
Commission. In general, a person who has voting power and/or investment
power with respect to securities is treated as the beneficial owner of those
securities. Shares of Common Stock subject to options and/or warrants
currently exercisable or exercisable within 60 days of the date of this
Prospectus count as outstanding for computing the percentage beneficially
owned by the person holding such options. Except as otherwise indicated by
footnote, the Company believes that the persons named in this table have
sole voting and investment power with respect to the shares of Common Stock
shown.

(2) The address of Mr. Mittelstaedt is 2260 Douglas Boulevard, Suite 280,
Roseville, California 95661. The address of J. Bradford Bishop and James N.
Cutler, Jr. is 6950 S.W. Hampton Street, Suite 200, Portland, Oregon 97223.
The address of Kieckhefer Partnership 84-1 and Eugene P. Polk is P.O. Box
1151, Prescott, Arizona 86302. The address of Frank W. Cutler is 711 North
Bayfront, Newport Beach, California 92662. The address of Eugene V. Dupreau
is Madera Disposal Systems, Inc., 21739 Road 19, Chowchilla, California
93610. The address of Michael W. Harlan is 2777 Allen Parkway, Suite 700,
Houston, Texas 77019. The address of William J. Razzouk is 5915 River Oaks
Road, Memphis, Tennessee 38120.

(3) Includes 247,000 shares purchasable under currently exercisable warrants.

(4) Includes 100,000 shares purchasable under currently exercisable warrants and
33,333 shares purchasable under currently exercisable options. Also includes
567,900 shares held by the Mittelstaedt Family Trust dated 6/18/97, of which
Mr. Mittelstaedt is the Trustee.

(5) Includes 66,667 shares purchasable under immediately exercisable warrants
and 5,000 shares purchasable under immediately exercisable options.

(6) Includes 5,000 shares purchasable under immediately exercisable warrants and
15,000 shares purchasable under immediately exercisable options

(7) Includes 15,000 shares purchasable under immediately exercisable options.

62
<PAGE> 65

(8) Includes 285,713 shares beneficially owned through three trusts for which
Eugene Polk serves as a trustee (190,562 shares -- Eugene P. Polk and
Barbara J. Polk Revocable Trust U/A 11/18/68; 53,571 shares -- Margaret T.
Morris Trust U/A 5/1/67; and 53,571 shares -- Margaret T. Morris Trust U/A
4/19/69); and 170,714 shares held by the Polk Investment Partnership 93-1,
for which Eugene Polk serves as a Manager; and 281,052 shares held by
Kieckhefer Trust Partnership, for which Eugene Polk serves as Manager.

63
<PAGE> 66

DESCRIPTION OF CAPITAL STOCK

GENERAL

The authorized capital stock of the Company consists of 50,000,000 shares of
Common Stock, par value $0.01 per share, and 10,000,000 shares of Preferred
Stock, par value $0.01 per share (the "Preferred Stock"). As of October 1, 1998,
there were 9,256,378 shares of Common Stock outstanding and no shares of
Preferred Stock outstanding.

COMMON STOCK

The holders of shares of Common Stock are entitled to one vote per share held on
all matters submitted to a vote at a meeting of stockholders. Cumulative voting
for the election of directors is not permitted. Subject to any preferences to
which holders of Preferred Stock are entitled, the holders of outstanding shares
of Common Stock are entitled to receive ratably any dividends that the Board of
Directors declares. If the Company liquidates, dissolves or winds up, the
holders of shares of Common Stock are entitled to receive pro rata all assets of
the Company that are available for distribution to stockholders. The holders of
shares of Common Stock do not have any preemptive, subscription, redemption,
conversion or sinking fund rights. The outstanding shares of Common Stock, and
the shares of Common Stock to be issued pursuant to this Prospectus and any
Prospectus Supplement, are fully paid and nonassessable.

PREFERRED STOCK

The Company is authorized by its Amended and Restated Certificate of
Incorporation to issue a maximum of 10,000,000 shares of Preferred Stock, in one
or more series. The Board determines the rights, privileges and limitations of
Preferred Stock, including dividend rights, voting rights, conversion
privileges, redemption rights, liquidation rights and/or sinking fund rights.
Preferred Stock may be issued in the future in connection with acquisitions,
financings or such other matters as the Board of Directors believes appropriate.
There are no shares of Preferred Stock outstanding, and the Company has no
current plans to issue Preferred Stock.

One effect of having Preferred Stock authorized is that the Company's Board of
Directors alone may be able to authorize the issuance of Preferred Stock in ways
that render more difficult or discourage an attempt to obtain control of the
Company by a tender offer, proxy contest, merger or otherwise, and thereby
protect the continuity of the Company's management. The issuance of shares of
Preferred Stock may adversely affect the voting and other rights of holders of
Common Stock. For example, Preferred Stock may rank prior to the Common Stock as
to dividend rights, liquidation preferences or both, may have full or limited
voting rights and may be convertible into Common Stock. Accordingly, the
issuance of Preferred Stock may discourage bids for the Common Stock or
otherwise adversely affect the market price of the Common Stock.

CERTAIN STATUTORY, CHARTER AND BY-LAW PROVISIONS

Classified Board of Directors. The Company's Amended and Restated Certificate of
Incorporation (the "Restated Certificate") provides that the Board will be
divided into three classes serving staggered terms, and that the number of
directors in each class will be as nearly equal as is possible based on the
number of directors constituting the entire

64
<PAGE> 67

Board. At each annual meeting of stockholders, successors to directors of the
class whose term expires at such meeting will be elected to serve for three-year
terms.

The classification of directors makes it more difficult for stockholders to
change the composition of the Board. At least two annual meetings of
stockholders, instead of one, will generally be required to change the majority
of the Board. This delay may help ensure that the Company's directors, if
confronted by a third party attempting to force a proxy contest, a tender or
exchange offer or other extraordinary corporate transaction, would have
sufficient time to review the proposal and available alternatives and to act in
what they believe to be the best interests of the stockholders. However, such
classification could also discourage a third party from initiating a proxy
contest, making a tender offer or otherwise attempting to obtain control of the
Company, even though such an attempt might benefit the Company and its
stockholders. The classification of the Board could thus make it more likely
that incumbent directors will retain their positions.

Number of Directors; Removal; Filling Vacancies. The Restated Certificate
provides that the number of directors will be fixed from time to time by a
majority of the directors then in office. In no event may there be less than
three or more than nine directors, unless approved by at least two-thirds of the
directors then in office. In addition, the Restated Certificate provides that
newly created directorships resulting from an increase in the authorized number
of directors, vacancies on the Board resulting from death, resignation,
retirement, disqualification or removal of directors or any other cause may be
filled only by the Board (and not by the stockholders unless there are no
directors in office), if a quorum is then in office and present, or by a
majority of the directors then in office, if less than a quorum is then in
office, or by the sole remaining director. Accordingly, the Board could prevent
any stockholder from enlarging the Board and filling the new directorships with
such stockholder's own nominees.

The Restated Certificate allows directors to be removed only for cause and only
on the affirmative vote of holders of at least 66 2/3% of the voting power of
all the then outstanding shares of stock entitled to vote generally in the
election of directors ("Voting Stock"), voting together as a single class.

The provisions of the Restated Certificate governing the number of directors,
their removal and the filling of vacancies may discourage a third party from
initiating a proxy contest, making a tender offer or otherwise attempting to
gain control of the Company, or attempting to change the composition or policies
of the Board, even though such attempts might benefit the Company or its
stockholders. These provisions of the Restated Certificate could thus increase
the likelihood that incumbent directors retain their positions.

Limitation on Special Meetings; No Stockholder Action by Written Consent. The
Restated Certificate and the Amended and Restated By-laws (the "Restated
By-laws") provide that: (i) only a majority of the Board of Directors or the
President or Chairman of the Board may call a special meeting of stockholders;
(ii) only matters stated in the notice of meeting or properly brought before the
meeting by or at the direction of the Board of Directors may be transacted at
the meeting; and (iii) stockholder action may be taken only at a duly called and
convened annual or special meeting of stockholders and may not be taken by
written consent. These provisions, taken together, prevent stockholders from
forcing consideration of stockholder proposals over the opposition of the Board,
except at an annual meeting.

65
<PAGE> 68

Advance Notice Provisions for Stockholder Nominations and Stockholder
Proposals. The Restated By-laws establish an advance notice procedure for
stockholders to make nominations of candidates for election as director, or to
bring other business before an annual meeting of stockholders of the Company
(the "Stockholder Notice Procedure"). In general, only persons who are nominated
by or at the direction of the Board, any committee appointed by the Board, or by
a stockholder who has given timely written notice to the Secretary of the
Company, may be elected as directors. At an annual meeting, only business that
has been brought before the meeting by, or at the direction of, the Board, any
committee appointed by the Board, or by a stockholder who has given timely
written notice to the Secretary of the Company, may be conducted. To be timely,
notice of stockholder nominations or proposals to be made at an annual or
special meeting must be received by the Company not less than 60 days nor more
than 90 days before the scheduled date of the meeting (or, if less than 70 days'
notice or prior public disclosure of the date of the meeting is given, then the
15th day following the earlier of the day such notice was mailed or the day such
public disclosure was made).

By requiring advance notice of nominations by stockholders, the Stockholder
Notice Procedure gives the Board an opportunity to consider the qualifications
of the proposed nominees and inform stockholders about such qualifications. By
requiring advance notice of other proposed business, the Stockholder Notice
Procedure provides a more orderly procedure for conducting annual meetings of
stockholders. It also gives the Board an opportunity to inform stockholders in
advance of any business proposed to be conducted at such meetings, together with
the Board's recommendations regarding action to be taken with respect to such
business, so that stockholders can better decide whether to attend such a
meeting or to grant a proxy regarding the disposition of any such business.

Although the Restated By-laws do not give the Board any power to approve or
disapprove stockholder nominations for the election of directors or proposals
for action, the Stockholder Notice Procedure may preclude a contest for the
election of directors or the consideration of stockholder proposals. It may also
discourage or deter a third party from soliciting proxies to elect its own slate
of directors or to approve its own proposal, even though consideration of such
nominees or proposals might benefit the Company and its stockholders.

Certain Provisions Relating to Potential Change of Control. The Restated
Certificate authorizes the Board and any committee of the Board to take such
action as it determines to be reasonably necessary or desirable to encourage any
person or entity to enter into negotiations with the Board and management about
transactions that may result in a change of control of the Company. The Board
and its committees may also contest or oppose any such transaction that the
Board determines to be unfair, abusive or otherwise undesirable to the Company,
its business, assets, properties or stockholders. The Board or any Board
committee may adopt plans or to issue securities of the Company, and to
determine the terms and conditions on which such securities may be exchangeable
or convertible into cash or other securities. In addition, the Board or Board
committee may treat any holder or class of holders of such designated securities
differently than all other security holders in respect of the terms, conditions,
provisions and rights of such securities.

This authority is intended to give the Board flexibility to act in the best
interests of stockholders in the event of a potential change of control. Such
provisions may, however,

66
<PAGE> 69

deter potential acquirors from proposing unsolicited transactions not approved
by the Board and might enable the Board to hinder or frustrate such a
transaction if proposed.

Limitation of Liability of Directors. The Restated Certificate provides that a
director will not be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty as a director, except for
liability: (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the Delaware General Corporation Law (the "Delaware Law"), which
concerns unlawful payments of dividends, stock purchases or redemptions; or (iv)
for any transaction from which the director derived an improper personal
benefit. If the Delaware Law is subsequently amended to permit further
limitation of the personal liability of directors, the liability of a director
of the Company will be eliminated or limited to the fullest extent permitted by
the Delaware Law as so amended.

Amendment of the Certificate of Incorporation and By-laws. The Restated
Certificate contains provisions requiring the affirmative vote of the holders of
at least 66 2/3% of the voting power of the Voting Stock to amend certain
provisions of the Restated Certificate (including the provisions discussed above
relating to the size and classification of the Board, replacement and/or removal
of Board members, action by written consent, special stockholder meetings, the
authorization for the Board to take steps to encourage or oppose, as the case
may be, transactions which may result in a change of control of the Company, and
limitation of the liability of directors) or to amend any provision of the
Restated By-laws by action of stockholders. These provisions make it more
difficult for stockholders to make changes in the Restated Certificate and the
Restated By-laws, including changes designed to facilitate the exercise of
control over the Company.

Business Combination Provisions of Delaware Law. The Company is a Delaware
corporation and is subject to section 203 of the Delaware Law. Section 203
generally prevents a person who, together with affiliates and associates, owns,
or within the past three years did own, 15% or more of the outstanding voting
stock of a corporation (an "Interested Stockholder") from engaging in certain
business combinations with the corporations for three years after the date such
person became an Interested Stockholder, subject to certain exceptions. Business
combinations covered by section 203 include a wide variety of transactions with
or caused by an Interested Stockholder, including mergers, asset sales and other
transactions in which the Interested Stockholder receives or could receive a
benefit on other than a pro rata basis with other stockholders.

TRANSFER AGENT AND REGISTRAR

BankBoston, N.A., c/o Boston EquiServe, L.P., serves as transfer agent and
registrar for the Common Stock.

SHARES ELIGIBLE FOR FUTURE SALE

As of October 12, 1998, the Company had 9,256,380 shares of Common Stock
outstanding. Of those shares, the 2,300,000 sold in the Company's initial public
offering are freely saleable in the public market, unless acquired by affiliates
of the Company. All of the 5,932,724 shares outstanding prior to completion of
the initial public offering are subject to contractual restrictions that
prohibit the stockholder from selling or otherwise disposing of shares before
November 17, 1998, without the prior written consent of BT

67
<PAGE> 70

Alex. Brown Incorporated. After that date, 4,749,998 of the currently
outstanding shares will be eligible for resale in the public market under Rule
144 promulgated under the Securities Act, an additional 1,000,000 of the
currently outstanding shares will become eligible for resale in the public
market in February 1999, an additional 671,753 of the currently outstanding
shares will become eligible for resale in the public market later in 1999, and
an additional 50,000 of the currently outstanding shares will become eligible
for resale in the public market ratably over three years, in each case subject
to the restrictions of Rule 144. Shares of Common Stock held by affiliates of
the Company are subject to certain volume and other limitations discussed below
under Rule 144.

The Company has agreed not to sell, contract to sell or otherwise dispose of any
shares of Common Stock before November 17, 1998, except as consideration for
business acquisitions, on exercise of currently outstanding stock options or
warrants or on the issuance of options to employees, consultants and directors
under the Company's 1997 Stock Option Plan, and the exercise of such options,
without the prior written consent of BT Alex. Brown Incorporated.

In general, under Rule 144, a person (or persons whose shares are aggregated),
including persons who may be deemed affiliates of the Company, who has
beneficially owned his or her shares for at least one year may sell in any
three-month period a number of shares equal to the greater of 1% of the
outstanding shares of the Common Stock (92,563 shares as of October 12, 1998) or
the average weekly trading volume during the four calendar weeks preceding each
such sale. Sales under Rule 144 also are subject to certain manner of sale
provisions, notice requirements and the availability of current public
information about the Company. Under Rule 144(k), a person (or persons whose
shares are aggregated) who is not or has not been deemed an "affiliate" of the
Company for at least three months and who has beneficially owned his or her
shares for at least two years may sell such shares under Rule 144 without regard
to the limitations discussed above.

The Common Stock has been publicly traded only since May 22, 1998, and it is
possible that no active public market for the Common stock will develop or be
sustained. Sales of substantial amounts of the Common Stock, or the perception
that such sales could occur, could cause the market price of the Common Stock to
decline and impair the Company's ability to raise capital or fund acquisitions
by issuing Common Stock.

In July 1998, the Company filed a registration statement on Form S-4 under the
Securities Act to register up to 3,000,000 shares issuable from time to time in
connection with the Company's acquisitions of solid waste services businesses.
In October 1998, the Company filed an additional registration statement on Form
S-4 under the Securities Act to increase by 20% the number of shares covered by
the previous registration statement. As of October 12, 1998, the Company had
issued 521,143 shares under the original registration statement on Form S-4, and
an additional 3,123,033 shares were issuable under the two Form S-4 registration
statements.

In September 1998, the Company filed a registration statement under the
Securities Act to register 309,700 shares issuable on exercise of stock options
or other awards granted or to be granted under its Stock Option Plan. Subject to
certain restrictions under Rule 144, those shares will be freely saleable in the
public market immediately following exercise of such options.

68
<PAGE> 71

OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS

Persons who receive shares of Common Stock covered by the Registration Statement
in acquisitions of businesses by the Company, or their transferees ("Selling
Stockholders"), may use this Prospectus and Post-Effective Amendments and
Prospectus Supplements to sell such shares.

The Company will not receive any of the proceeds from any such sales. Any
commissions paid or concessions allowed to any broker-dealer and, if any
broker-dealer purchases such shares as principal, any profits received on the
resale of such shares, may be deemed to be underwriting discounts and
commissions under the Securities Act. The Company will pay printing, certain
legal, filing and other similar expenses of this offering. Selling Stockholders
will bear all other expenses of this offering, including any brokerage fees,
underwriting discounts or commissions.

If a Selling Stockholder notifies the Company of an arrangement with a
broker-dealer to sell shares through a block trade, special offering, exchange
distribution or secondary distribution, the Company will file a Prospectus
Supplement pursuant to Rule 424 under the Securities Act. The Prospectus
Supplement will set forth (i) the name of such Selling Stockholder and the
participating broker-dealer, (ii) the number of shares involved, (iii) the price
at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer, where applicable, (v) that such
broker-dealer did not conduct any investigation to verify the information set
out in this Prospectus, and (vi) other facts material to the transaction.

Selling Stockholders may sell the shares being offered through this Prospectus
in transactions on the Nasdaq National Market or on a securities exchange on
which the Company's Common Stock may then be listed, in negotiated transactions
or otherwise, at market prices or at negotiated prices. Selling Stockholders may
sell the shares in transactions involving broker-dealers, who may act as agents
and/or acquire shares as principals. Broker-dealers who participate in such
transactions as agents may receive commissions from Selling Stockholders (and,
if they act as agents for the purchasers of such shares, from such purchasers).
Participating broker-dealers may agree with Selling Stockholders to sell a
specified number of shares at a stipulated price per share and, to the extent
they are unable to do so acting as agents for the Selling Stockholders, to
purchase as principals any unsold shares at the price required to fulfill their
commitments to the Selling Stockholders.

The Selling Stockholders may also sell shares by or through other broker-dealers
in special offerings, exchange distributions or secondary distributions pursuant
to the rules of the Nasdaq National Market or on a securities exchange on which
the Company's Common Stock may then be listed. They may pay commissions in
excess of the customary commission prescribed by the rules of such securities
exchange to participating broker-dealers. In certain secondary distributions, a
discount or concession from the offering price may be allowed to participating
broker-dealers in excess of such customary commission. Broker-dealers who
acquire shares as principals may subsequently resell such shares in transactions
(which may involve crosses and block transactions and which may involve sales to
and through other broker-dealers) on the Nasdaq National Market or on a
securities exchange on which the Company's Common Stock may then be listed, in
negotiated transactions or otherwise, at market prices or at negotiated prices.
In connection

69
<PAGE> 72

with such resales, the broker-dealers may pay to or receive commissions from the
purchasers of such shares.

Each Selling Stockholder may indemnify any broker-dealer that participates in
transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered hereby will
be passed upon for the Company by Shartsis, Friese & Ginsburg LLP, San
Francisco, California. The statements pertaining to the Company's G certificates
awarded by the WUTC under "Risk Factors -- Highly Competitive Industry,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- General," "Business -- Industry Overview," and "Business -- G
Certificates" will be passed upon for the Company by Williams, Kastner & Gibbs
PLLC, Seattle, Washington.

EXPERTS

The following financial statements appearing in this Prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports appearing elsewhere in this Prospectus and Registration
Statement:

(a) financial statements of Waste Connections, Inc. and Predecessors as of
December 31, 1996 and 1997, and for each of the three years in the period
ended December 31, 1997;

(b) financial statements of Madera Disposal Systems, Inc. as of December
31, 1996 and 1997, and for each of the three years in the period ended
December 31, 1997; and

Such financial statements have been included in this Prospectus in reliance upon
such reports given upon the authority of such firm as experts in accounting and
auditing.

The financial statements of Shrader Refuse and Recycling Service Company at
September 30, 1996 and 1997, and for the years then ended, appearing in this
Prospectus and Registration Statement have been audited by Grant Thornton LLP,
independent auditors, as set forth in their report appearing elsewhere in this
Prospectus and Registration Statement. Such financial statements have been
included in this Prospectus in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

70
<PAGE> 73

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
WASTE CONNECTIONS, INC. UNAUDITED PRO FORMA FINANCIAL
STATEMENTS
Introduction to Unaudited Pro Forma Consolidated Financial
Statements............................................. F-3
Unaudited Pro Forma Consolidated Statement of Operations
for the year ended
December 31, 1997...................................... F-4
Unaudited Pro Forma Consolidated Statement of Operations
for the six months ended
June 30, 1998.......................................... F-5
Notes to Unaudited Pro Forma Consolidated Statements of
Operations............................................. F-6
Unaudited Pro Forma Consolidated Balance Sheet as of June
30, 1998............................................... F-10
Notes to Unaudited Pro Forma Consolidated Balance Sheet... F-11

WASTE CONNECTIONS, INC. AND PREDECESSORS
Report of Ernst & Young LLP, Independent Auditors......... F-12
Combined Balance Sheet of Predecessors as of December 31,
1996................................................... F-13
Consolidated Balance Sheet of Waste Connections, Inc. as
of December 31, 1997 (Audited) and June 30, 1998
(Unaudited)............................................ F-13
Combined Statement of Operations of Predecessors for the
nine months ended
September 30, 1997..................................... F-14
Consolidated Statement of Operations of Waste Connections,
Inc. for the period from
inception (September 9, 1997) through December 31, 1997
(Audited) and the six months ended June 30, 1997 and
1998 (Unaudited)....................................... F-14
Combined Statement of Operations of The Disposal Group for
the period from
January 1, 1996 through July 31, 1996.................. F-15
Combined Statement of Operations of Predecessors for the
period ended December 31, 1996......................... F-15
Combined Statement of Operations of The Disposal Group for
the year ended
December 31, 1995...................................... F-16
Statement of Operations of Fibres International, Inc. for
the period from January 1, 1995 through November 30,
1995................................................... F-16
Statement of Operations of Predecessors for the one month
ended December 31, 1995................................ F-16
Consolidated Statement of Redeemable Stock and
Stockholders' Equity (Deficit) of
Waste Connections, Inc. for the period from inception
(September 9, 1997) through
December 31, 1997 (Audited) and the six months ended
June 30, 1998 (Unaudited).............................. F-17
Combined Statement of Cash Flows of Predecessors for the
nine months ended
September 30, 1997 and the six months ended June 30,
1997................................................... F-18
Consolidated Statement of Cash Flows of Waste Connections,
Inc. for the period from
inception (September 9, 1997) through December 31, 1997
(Audited) and the six months ended June 30, 1998
(Unaudited)............................................ F-18
Combined Statement of Cash Flows of The Disposal Group for
the period from
January 1, 1996 through July 31, 1996.................. F-19
Combined Statement of Cash Flows of Predecessors for the
period ended December 31, 1996......................... F-19
Combined Statement of Cash Flows of The Disposal Group for
the year ended December 31, 1995....................... F-20
Statement of Cash Flows of Fibres International, Inc. for
the period from
January 1, 1995 through November 30, 1995.............. F-20
Statement of Cash Flows of Predecessors for the one month
ended December 31, 1995................................ F-20
Notes to Financial Statements............................. F-21
</TABLE>

F-1
<PAGE> 74

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
MADERA DISPOSAL SYSTEMS, INC.
Report of Ernst & Young LLP, Independent Auditors......... F-40
Balance Sheets as of December 31, 1996 and 1997........... F-41
Statements of Income and Retained Earnings for the years
ended
December 31, 1995, 1996 and 1997....................... F-42
Statements of Cash Flows for the years ended December 31,
1995, 1996 and 1997.................................... F-43
Notes to Financial Statements............................. F-44

ARROW SANITARY SERVICE, INC.
Report of Ernst & Young LLP, Independent Auditors......... F-50
Balance Sheets as of September 30, 1997 (Audited) and
March 31, 1998 (Unaudited)............................. F-51
Statements of Income and Retained Earnings for the year
ended September 30, 1997 (Audited) and the six months
ended March 31, 1997 and 1998 (Unaudited).............. F-52
Statements of Cash Flows for the year ended September 30,
1997 (Audited) and
the six months ended March 31, 1997 and 1998
(Unaudited)............................................ F-53
Notes to Financial Statements............................. F-54

SHRADER REFUSE AND RECYCLING SERVICE COMPANY
Report of Grant Thornton LLP, Independent Auditors........ F-60
Balance Sheets as of September 30, 1996 and 1997 (Audited)
and June 30, 1998 (Unaudited).......................... F-61
Statements of Income for the years ended September 30,
1996 and 1997 (Audited) and
the nine months ended June 30, 1997 and 1998
(Unaudited)............................................ F-62
Statement of Stockholders Equity for the years ended
September 30, 1996 and 1997 (Audited) and the nine
months ended June 30, 1998 (Unaudited)................. F-63
Statements of Cash Flows for the years ended September 30,
1996 and 1997 (Audited) and the nine months ended June
30, 1997 and 1998 (Unaudited).......................... F-64
Notes to Financial Statements............................. F-65
</TABLE>

F-2
<PAGE> 75

WASTE CONNECTIONS, INC.

INTRODUCTION TO UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL STATEMENTS

The following Unaudited Pro Forma Consolidated Balance Sheet as of June 30,
1998 assumes the Company's acquisition of Shrader Refuse and Recycling Service
Company ("Shrader") occurred on that date. The Unaudited Pro Forma Consolidated
Statements of Operations for the year ended December 31, 1997 and the six months
ended June 30, 1998, give effect to the business combinations involving Waste
Connections, Inc., (the "Company"), its predecessors, Madera Disposal Systems,
Inc. ("Madera"), Arrow Sanitary Service, Inc. ("Arrow") and Shrader as if such
business combinations occurred on January 1, 1997. Such combinations were
accounted for using the purchase method of accounting.

The Company has preliminarily analyzed the savings that it expects to be
realized by consolidating certain operational and general and administrative
functions. The Company has not and cannot quantify all of these savings due to
the short period of time since the predecessor, Madera, Arrow and Shrader
acquisitions occurred. It is anticipated that these savings will be partially
offset by the costs of being a publicly held company and the incremental
increase in costs related to the Company's corporate management. However, these
costs, like the savings they offset, cannot be quantified accurately. Neither
the anticipated savings nor the anticipated costs have been included in the
Unaudited Pro Forma Consolidated Financial Statements.

The Unaudited Pro Forma Consolidated Financial Statements include certain
adjustments to the historical financial statements, including adjusting
depreciation expense to reflect purchase price allocations, adjusting interest
expense to reflect acquisition-related debt and the related income tax effects
of these adjustments.

The pro forma adjustments are based on preliminary estimates, available
information and certain assumptions and may be revised as additional information
becomes available. The Unaudited Pro Forma Consolidated Financial Statements do
not purport to represent what the Company's financial position or results of
operations would actually have been if such transactions in fact had occurred on
those dates or to project the Company's financial position or results of
operations for any future period. Because the Company, its predecessors, Madera,
Arrow and Shrader were not under common control or management for all periods,
historical combined results may not be comparable to, or indicative of, future
performance. The Unaudited Pro Forma Consolidated Financial Statements should be
read in conjunction with the other financial statements and notes thereto
included elsewhere in this Prospectus, as well as information included under the
headings "Selected Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Risk Factors" included
elsewhere herein.

F-3
<PAGE> 76

WASTE CONNECTIONS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
WASTE PRO FORMA
CONNECTIONS, WASTE
INC. CONNECTIONS,
PERIOD FROM PRO FORMA INC. AND MADERA
INCEPTION PREDECESSORS ADJUSTMENTS PREDECESSORS DISPOSAL
(SEPTEMBER 9, COMBINED NINE TO COMBINE WASTE COMBINED SYSTEMS, INC.
1997) TO MONTHS ENDED CONNECTIONS, YEAR ENDED YEAR ENDED
DECEMBER 31, SEPTEMBER 30, INC. AND DECEMBER 31, DECEMBER 31,
1997 1997 PREDECESSORS 1997 1997
------------- ------------- ---------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Revenues........................ $ 6,237 $18,114 $ -- $24,351 $7,845
Operating expenses:
Cost of operations............. 4,703 14,753 (146)(a) 19,015 5,289
(195)(b)
(100)(c)
Selling, general and
administrative............... 619 3,009 (570)(d) 2,926 1,041
(132)(e)
Depreciation and
amortization................. 354 1,083 81(f) 1,416 627
(102)(g)
Start-up and integration....... 493 -- -- 493 --
Stock compensation............. 4,395 -- -- 4,395 --
--------- ------- ------ ------- ------
Income (loss) from operations... (4,327) (731) 1,164 (3,894) 888
Interest expense................ (1,035) (456) 456(h) (1,253) (280)
(218)(h)
Other income (expense), net..... (36) 14 -- (22) 173
--------- ------- ------ ------- ------
Income (loss) before (provision)
benefit for income taxes....... (5,398) (1,173) 1,402 (5,169) 781
(Provision) benefit for income
taxes.......................... 332 -- (561)(i) 240 --
469(j)
--------- ------- ------ ------- ------
Net income (loss)............... $ (5,066) $(1,173) $1,310 $(4,929) $ 781
========= ======= ====== ======= ======
Redeemable convertible preferred
stock accretion................ $ (531)
---------
Net loss applicable to common
stockholders................... $ (5,597)
=========
Basic net loss per common
share.......................... $ (2.99)
=========
Shares used in the per share
calculation.................... 1,872,567
=========

SHRADER
ARROW REFUSE
SANITARY SERVICE
SERVICE, INC. COMPANY
YEAR YEAR
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, PRO FORMA
1997 1997 ADJUSTMENTS PRO FORMA
-------------- ------------- ----------- ---------
<S> <C> <C> <C> <C>
Revenues........................ $6,209 6,896 -- $ 45,301
Operating expenses:
Cost of operations............. 4,970 4,601 -- 33,875
Selling, general and
administrative............... 776 567 (83)(k) 5,043
(184)(v)
Depreciation and
amortization................. 143 770 (377)(l) 2,984
364(m)
(78)(q)
265(r)
(585)(w)
439(x)
Start-up and integration....... -- -- -- 493
Stock compensation............. -- -- -- 4,395
------ ------- ------- ---------
Income (loss) from operations... 320 958 239 (1,489)
Interest expense................ (72) (292) 280(n) (3,527)
(897)(o)
72(s)
(606)(t)
(771)(z)
292(y)
Other income (expense), net..... (2) 59 -- 208
------ ------- ------- ---------
Income (loss) before (provision)
benefit for income taxes....... 246 725 (1,391) (4,808)
(Provision) benefit for income
taxes.......................... (117) (297)(p) 20
198(i)
226(u)
(290)(aa)
60(ab)
------ ------- ------- ---------
Net income (loss)............... $ 129 725 $(1,494) $ (4,788)
====== ======= ======= =========
Redeemable convertible preferred
stock accretion................ $ (531)
---------
Net loss applicable to common
stockholders................... $ (5,319)
=========
Basic net loss per common
share.......................... $ (2.03)
=========
Shares used in the per share
calculation.................... 2,623,883
=========
</TABLE>

See accompanying notes.

F-4
<PAGE> 77

WASTE CONNECTIONS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1998
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
WASTE
CONNECTIONS, MADERA SHRADER
INC. DISPOSAL ARROW SANITARY REFUSE SERVICE
CONSOLIDATED SYSTEMS, INC. SERVICE, INC. COMPANY
SIX MONTHS ONE MONTH FIVE MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED PRO FORMA PRO FORMA
JUNE 30, 1998 JANUARY 31, 1998 MAY 31, 1998 JUNE 30, 1998 ADJUSTMENTS COMBINED
------------- ---------------- -------------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Revenues...................... $ 18,520 $ 611 $2,508 $3,505 $ -- $ 25,144
Operating expenses:
Cost of operations.......... 12,830 412 1,836 2,264 -- 17,342
Selling, general and
administrative............ 1,868 112 385 310 (19)(k) 2,564
(92)(v)
Depreciation and
amortization.............. 1,359 69 67 471 (19)(l)(m) 1,877
90(q)(r)
(160)(w)(x)
Stock compensation.......... 441 -- -- -- -- 441
--------- ----- ------ ------ ----- ---------
Income (loss) from
operations.................. 2,022 18 220 460 200 2,920
Interest expense.............. (731) (289) (14) (191) 14(s) (1,631)
(239)(t)
191(y)
(372)(z)
Other income (expense), net... -- 16 2 11 -- 29
--------- ----- ------ ------ ----- ---------
Income (loss) before
(provision) benefit for
income taxes................ 1,291 (255) 208 280 (206) 1,318
(Provision) benefit for income
taxes....................... (717) -- (89) -- 83(p)(i) (669)
(64)(aa)(ab)
118(u)
--------- ----- ------ ------ ----- ---------
Net income (loss) before
extraordinary item.......... $ 573 $(255) $ 119 $ 280 $ (69) $ 649
========= ===== ====== ====== ===== =========
Extraordinary Item -- early
extinguishment of debt, net
of tax benefit of $165...... (815) (815)
--------- ---------
Net loss...................... $ (242) $ (166)
========= =========
Redeemable convertible
preferred stock accretion... $ (917) $ (917)
--------- ---------
Net loss applicable to common
stockholders................ $ (1,159) $ (1,083)
========= =========
Basic and diluted earnings per
common share
Income (loss) before
extraordinary item.......... $ (0.09) $ (0.06)
Extraordinary item............ (0.20) (0.18)
--------- ---------
Net loss per common share..... $ (0.31) $ (0.24)
========= =========
Shares used in the per share
calculations:
Basic and diluted........... 3,714,027 4,449,905
========= =========
</TABLE>

See accompanying notes.
F-5
<PAGE> 78

WASTE CONNECTIONS, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

ASSUMPTIONS. The unaudited pro forma consolidated statements of operations
for the year ended December 31, 1997, and for the six months ended June 30, 1998
are presented as if the acquisitions of the Company's predecessors, Madera,
Arrow and Shrader had occurred on January 1, 1997.

ACQUISITIONS. The acquisitions are being accounted for under the purchase
method of accounting for business combinations. Certain items affecting the
purchase prices and their allocations are preliminary. The preliminary purchase
prices of Madera, Arrow and Shrader consist of the following:

<TABLE>
<CAPTION>
MADERA ARROW SHRADER
------- ------- -------
<S> <C> <C> <C>
Cash paid to shareholders........................... $6,949 $ 7,537 $ 8,106
Common stock issued................................. 7,500 3,045 9,997
Liabilities assumed................................. 4,256 769 2,102
Sellers note........................................ -- -- 378
Acquisition costs................................... 180 125 225
Common stock warrants issued........................ 954 -- --
------- ------- -------
$19,839 $11,476 $20,808
======= ======= =======
</TABLE>

The Company has preliminarily allocated the purchase prices as follows:

<TABLE>
<CAPTION>
MADERA ARROW SHRADER
------- ------- -------
<S> <C> <C> <C>
Tangible assets purchased........................... $4,534 $ 898 $ 4,378
Goodwill............................................ 14,580 10,528 16,300
Covenant not to compete............................. -- 50 130
Long-term franchise agreements and contracts........ 725 -- --
------- ------- -------
$19,839 $11,476 $20,808
======= ======= =======
</TABLE>

PRO FORMA ADJUSTMENTS. The following adjustments have been made to the
unaudited pro forma consolidated statements of operations:

(a) To eliminate BFI corporate environmental expense allocation related to
BFI landfill closure costs which do not exist for the Company.

(b) To record amortization of the loss contract accrual that was recorded
in connection with the acquisitions of the predecessor operations. The
loss contract accrual is being amortized to operating expenses over
the related terms of the loss contracts which range from 6 to 65
months. The loss contract accrual represents the estimated incremental
losses to the Company related to certain unfavorable contracts the
Company acquired in connection with the acquisition of the predecessor
operations.

(c) To reduce facilities lease expense to the amounts provided for in the
sublease agreement entered into with BFI in connection with the
acquisitions of the predecessor operations. The sublease agreement was
directly attributable to, a required element of, and a condition to
the closing of the acquisition.

(d) To reduce BFI corporate overhead expense allocations to the amount of
corporate overhead currently being incurred by the Company.

(e) To eliminate consulting expenses incurred by BFI related to the
acquisition of The Disposal Group which the Company did not assume in
connection with the acquisitions of the predecessors. The
non-assumption of the consulting agreement was directly attributable
to, a required element of, and a condition to the closing of the
acquisition.

F-6
<PAGE> 79
WASTE CONNECTIONS, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

(f) To increase depreciation for the increase in the property and
equipment's carrying value to fair value related to the Madera
acquisition.

(g) To decrease goodwill amortization for the lower goodwill amount
recorded by the Company in connection with its acquisition of the
predecessor operations.

(h) To eliminate the predecessor's interest expense and record interest
expense on the debt obligations incurred by the Company in connection
with the acquisitions of the predecessors.

(i) To record the estimated tax provision associated with the pro forma
adjustments for the Madera acquisition using the Company's estimated
effective tax rate of 40%.

(j) To record an income tax benefit for the net operating loss incurred by
the Company's predecessors for the nine months ended September 30,
1997 using the Company's effective tax rate of 40%.

(k) To adjust officers' salaries to levels provided for in the new
employment agreements which were directly attributable to, required
elements of, and a condition to the closing of the Madera acquisition.

(l) To reduce depreciation for the reduction in the property and
equipment's carrying value to fair value related to the Madera
acquisition.

(m) To increase goodwill amortization for the increase in goodwill
resulting from the Madera acquisition. Goodwill is being amortized
over a term of 40 years.

(n) To eliminate interest expense associated with the outstanding debt
obligations of Madera which were paid-off in connection with the
acquisition.

(o) To record interest expense on the additional long-term debt
obligations incurred by the Company in connection with the Madera
acquisition.

(p) To record income taxes for Madera, which was a subchapter S
corporation for income tax purposes for all periods prior to its
acquisition by the Company. The effective income tax rate used was
38%.

(q) To reduce depreciation for the reduction in property and equipment's
carrying value to fair value related to the Arrow acquisition.

(r) To increase goodwill and covenant not to compete amortization for the
increases resulting from the Arrow acquisition. Goodwill is amortized
over a term of 40 years and the covenant not to compete is amortized
over a term of five years.

(s) To eliminate interest expense associated with the debt obligations of
Arrow which were paid off in connection with the acquisition.

(t) To record interest expense on the additional long-term debt
obligations incurred by the Company in connection with the Arrow
acquisition.

(u) To record the estimated tax provision associated with the pro forma
adjustments for the Arrow acquisition at an estimated effective tax
rate of 38%.

(v) To adjust officers salaries to levels provided for in the new
employment agreements which were directly attributable to, required
elements of, and a condition of closing of the Shrader acquisition.

(w) To reduce depreciation for the reduction in property and equipment's
carrying value to fair value related to the Shrader acquisition.

F-7
<PAGE> 80
WASTE CONNECTIONS, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

(x) To increase goodwill and covenant not to compete amortization for the
increases resulting from the Shrader acquisition. Goodwill is
amortized over a term of 40 years and the covenant not to compete is
amortized over a term of five years.

(y) To eliminate interest expense associated with debt obligations of
Shrader which were paid off in connection with the Shrader
acquisition.

(z) To record interest expense on the additional long-term debt
obligations incurred by the Company in connection with the Shrader
acquisition.

(aa) To record income taxes for Shrader, which was a subchapter S
corporation for income tax purposes for all periods prior to its
acquisition by the Company. The effective income tax rate used was
40%.

(ab) To record the estimated tax provisions associated with the pro forma
adjustments for Shrader using the Company's estimated effective tax
rate of 40%.

F-8
<PAGE> 81

WASTE CONNECTIONS, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

PRO FORMA PER SHARE DATA. The shares used in computing the unaudited pro
forma net loss per share for the year ended December 31, 1997, and the six
months ended June 30, 1998 are based upon the pro forma number of common shares
as summarized in the table below. See Note 1 of the Company's Notes to Financial
Statements included elsewhere herein for information concerning the computation
of basic and diluted net income (loss) per share.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
1997 1998
------------ ------------
<S> <C> <C>
Company weighted average shares outstanding....... 1,872,567 3,714,027
Shares issued in connection with the acquisition
of Arrow........................................ 213,750 198,312(1)
Shares issued in connection with the acquisition
of Shrader...................................... 537,566 537,566
---------- -----------
Shares used in calculating pro forma basic net
loss per share.................................. 2,623,883 4,449,905
========== ===========
</TABLE>

- ---------------
(1) Includes only incremental shares issued for acquisition of Arrow because
15,438 shares are already included in the Company's weighted average shares
outstanding for the six months ended June 30, 1998.

ACQUISITION COSTS. The Company incurred costs of $180 related to the Madera
acquisition, which have been factored into the purchase price. Costs incurred by
Madera were expensed as incurred. The Company incurred costs of $95 related to
the Arrow acquisition, which have been factored into the purchase price. Costs
incurred by Arrow were expensed as incurred. The Company incurred costs of $225
related to the Shrader acquisition, which were factored into the purchase price.
Costs incurred by Shrader were expensed as incurred.

CONTINGENT PAYMENTS. In connection with the Madera and Shrader acquisitions
the Company is required to pay contingent consideration to certain former
shareholders of the respective companies, subject to their involvement in
specified events that give rise to the consideration. No amounts related to
these contingent payments have been included in the pro forma financial
statements as the events which would give rise to such payments have not yet
occurred nor are probable.

OTHER. The Professional Cleaning business of Madera ceased operations in
July 1997. This business had revenues of $193 and an operating loss of $215
during the year ended December 31, 1997.

Shortly before the acquisition of the predecessor operations by the
Company, BFI amended a franchise agreement with a municipality which provided
for a reduction in the franchise fees. Had this amended franchise agreement been
in effect as of January 1, 1997, pro forma cost of operations would have been
approximately $135 lower during the year ended December 31, 1997.

F-9
<PAGE> 82

WASTE CONNECTIONS, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
SHRADER
WASTE REFUSE
CONNECTIONS, INC. SERVICE PRO FORMA
CONSOLIDATED COMPANY ADJUSTMENTS PRO FORMA
------------------ ------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash................................... $ 3,243 $ 342 $(8,331)(1) $ 3,585
(1,662)(4)
9,993(5)
Marketable securities.................. -- 576 -- 576
Accounts receivable, net............... 6,430 808 -- 7,238
Prepaid expenses and other current
assets.............................. 650 79 -- 729
------- ------ ------- --------
Total current assets........... 10,323 1,805 -- 12,128
Property and equipment, net.............. 14,595 5,112 (2,747)(2) 16,960
Goodwill, net............................ 50,970 209 16,091(3) 67,270
Other assets............................. 3,560 208 130(3) 3,898
------- ------ ------- --------
$79,448 $7,334 $13,474 $100,256
======= ====== ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable....................... $ 5,119 $ 323 $ -- $ 5,442
Deferred revenue....................... 1,405 -- -- 1,405
Accrued liabilities.................... 2,129 117 -- 2,246
Current portion of long term debt...... -- 703 (703)(4) --
Current portion of notes payable....... 465 -- 124(8) 589
Current portion of capital leases...... 97 (97)(4) --
Current portion of accrued losses on
acquired contracts.................. 323 -- -- 323
------- ------ ------- --------
Total current liabilities...... 9,441 1,240 (676) 10,005
Accrued losses on acquired contracts..... 1,076 -- 1,076
Long-term debt, net...................... 23,152 959 254(8) 33,399
(959)(4)
9,993(5)
Long-term portion of capital lease
obligations............................ 1,511 (1,511)(4) --
Deferred income taxes.................... 379 -- -- 379
Redeemable convertible preferred stock... -- -- --
Redeemable common stock.................. -- -- --
Stockholders' equity:
Common stock........................... 85 9 (9)(7) 90
5(6)
Additional paid-in capital............. 52,774 9,992(6) 62,766
Stockholder notes receivable........... (82) -- -- (82)
Deferred stock compensation............ (619) -- -- (619)
Unrealized gain on Marketable
Securities.......................... -- 150 (150)(7) --
Retained earnings (deficit)............ (6,758) 3,465 (3,465)(7) (6,758)
------- ------ ------- --------
Total stockholders' equity..... 45,400 3,624 6,373 55,397
------- ------ ------- --------
$79,448 $7,334 $13,474 $100,256
======= ====== ======= ========
</TABLE>

See accompanying notes.

F-10
<PAGE> 83

WASTE CONNECTIONS, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

ASSUMPTIONS. The unaudited pro forma consolidated balance sheet as of June
30, 1998 is presented as if the acquisition of Shrader had occurred on June 30,
1998.

PRO FORMA ADJUSTMENTS. The following adjustments have been made to the
unaudited pro forma consolidated balance sheet to reflect the acquisition of
Shrader.

(1) Cash payments to former shareholders of Shrader ($8,106) and payment of
acquisition costs ($225).

(2) To reduce plant, property and equipment ($2,747) to its estimated fair
value.

(3) To record excess of the purchase price over the net assets acquired
from Shrader for goodwill and intangible assets of $16,300 and $130,
respectively.

(4) Pay off outstanding debt obligations of Shrader ($1,662) and eliminate
related party capital lease ($1,608).

(5) To record additional long term debt associated with the acquisition of
Shrader.

(6) To record the common stock issued in connection with the acquisition of
Shrader.

(7) To eliminate the equity accounts of Shrader.

(8) To record Seller Notes Payable issued in connection with the
acquisition of Shrader.

F-11
<PAGE> 84

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors and Stockholders
Waste Connections, Inc.

We have audited the accompanying financial statements of Waste Connections,
Inc. and Predecessors as of December 31, 1996 and 1997, and for each of the
three years in the period ended December 31, 1997 which appear on pages F-13
through F-20 herein as listed in the accompanying Index to Financial Statements.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Waste Connections, Inc. and
Predecessors at December 31, 1996 and 1997, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1997, in conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

Sacramento, California
March 6, 1998

F-12
<PAGE> 85

WASTE CONNECTIONS, INC. AND PREDECESSORS

BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
WASTE CONNECTIONS, INC.
CONSOLIDATED
PREDECESSORS --------------------------
COMBINED
DECEMBER 31, DECEMBER 31, JUNE 30,
1996 (NOTE 1) 1997 1998
------------- ------------ -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash...................................................... $ 102 $ 820 $ 3,243
Accounts receivable, less allowance for doubtful accounts
of $96 at June 30, 1998 and $19 at December 31, 1997
($81 in 1996)........................................... 2,650 3,940 6,430
Prepaid expenses and other current assets................. 339 358 650
------- ------- --------
Total current assets................................ 3,091 5,118 10,323
Property and equipment, net................................. 5,069 4,185 14,595
Goodwill, net............................................... 6,762 9,408 50,970
Other assets................................................ 369 169 3,560
------- ------- --------
$15,291 $18,880 $ 79,448
======= ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable.......................................... $ 1,025 $ 2,609 $ 5,119
Deferred revenue.......................................... 564 597 1,405
Accrued liabilities....................................... 634 825 2,129
Current portion of accrued losses on acquired contracts... 119 251 323
Current portion of notes payable.......................... -- -- 465
Current portion of long-term debt......................... 54 -- --
------- ------- --------
Total current liabilities........................... 2,396 4,282 9,441
Accrued losses on acquired contracts........................ -- 702 1,076
Long-term debt.............................................. 89 6,762 23,152
Deferred income taxes....................................... -- 162 379
Commitments and contingencies (Note 7)
Redeemable convertible preferred stock: $.01 par value;
2,500,000 shares authorized; 2,499,998 shares issued and
outstanding at December 31, 1997 and March 31, 1998; no
shares issued and outstanding pro forma (aggregate
liquidation preference of $10,500 at December 31, 1997)... -- 7,523 --
Net intercompany balance.................................... 12,806 -- --
Stockholders' equity (deficit):
Preferred stock: $.01 par value; 7,500,000 shares
authorized; none issued and outstanding actual and pro
forma................................................... -- -- --
Common stock: $.01 par value; 50,000,000 shares
authorized; 2,300,000 shares issued and outstanding at
December 31, 1997; 8,523,397 shares issued and
outstanding at June 30, 1998; 11,023,397 shares issued
and outstanding pro forma............................... -- 23 85
Additional paid-in capital................................ -- 5,105 52,774
Stockholder notes receivable.............................. -- (82) (82)
Deferred stock compensation............................... -- -- (619)
Accumulated deficit....................................... -- (5,597) (6,758)
------- ------- --------
Total stockholders' equity (deficit)................ -- (551) 45,400
------- ------- --------
$15,291 $18,880 $ 79,448
======= ======= ========
</TABLE>

See accompanying notes.
F-13
<PAGE> 86

WASTE CONNECTIONS, INC. AND PREDECESSORS

STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997 (AUDITED)
AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
WASTE
CONNECTIONS, INC.
PREDECESSORS CONSOLIDATED
COMBINED PERIOD FROM WASTE
NINE MONTHS INCEPTION PREDECESSORS CONNECTIONS, INC.
ENDED (SEPTEMBER 9, 1997) COMBINED SIX CONSOLIDATED SIX
SEPTEMBER 30, THROUGH MONTHS ENDED MONTHS ENDED
1997 (NOTE 1) DECEMBER 31, 1997 JUNE 30, 1997 JUNE 30, 1998
------------- ------------------- ------------- -----------------
(UNAUDITED)
<S> <C> <C> <C> <C>
- -------------------------------------------------
Revenues......................................... $18,114 $ 6,237 $11,784 $ 18,520
Operating expenses:
Cost of operations............................. 14,753 4,703 9,784 12,830
Selling, general and administrative............ 3,009 619 1,305 1,868
Depreciation and amortization.................. 1,083 354 745 1,359
Start-up and integration....................... -- 493 -- --
Stock compensation............................. -- 4,395 -- 441
------- ---------- ------- ----------
Income (loss) from operations.................... (731) (4,327) (50) 2,022
Interest expense................................. (456) (1,035) (304) (731)
Other income (expense), net...................... 14 (36) 4 --
------- ---------- ------- ----------
Income (loss) before income taxes................ (1,173) (5,398) (350) 1,291
Income tax (provision) benefit................... -- 332 -- (717)
------- ---------- ------- ----------
Net income (loss) before extraordinary item...... $(1,173) (5,066) $ (350) 573
======= =======
Extraordinary item -- early extinguishment
of debt, net of tax benefit of $165............ -- (815)
---------- ----------
Net loss......................................... $ (5,066) $ (242)
========== ==========
Redeemable convertible preferred stock
accretion...................................... (531) (917)
---------- ----------
Net loss applicable to common stockholders....... $ (5,597) $ (1,159)
========== ==========
Basic loss per common share:
Loss before extraordinary item................. $ (2.99) $ (0.09)
Extraordinary item............................. -- (0.22)
---------- ----------
Net loss per common share...................... $ (2.99) $ (0.31)
========== ==========
Shares used in calculating basic net loss per
share.......................................... 1,872,567 3,714,027
========== ==========
Pro forma basic net loss per share............... $ (1.16) $ (0.04)
========== ==========
Shares used in calculating pro forma basic net
loss per share................................. 4,372,565 6,397,359
========== ==========
Pro forma diluted net loss per share............. $ (0.03)
==========
Shares used in calculating pro forma diluted net
loss per share................................. 7,749,050
==========
- -------------------------------------------------
</TABLE>

See accompanying notes.
F-14
<PAGE> 87

WASTE CONNECTIONS, INC. AND PREDECESSORS

STATEMENTS OF OPERATIONS (CONTINUED)
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
PREDECESSORS
------------------------------------
THE DISPOSAL
GROUP
COMBINED PREDECESSORS
PERIOD FROM COMBINED PERIOD
JANUARY 1, 1996 ENDED
THROUGH DECEMBER 31, 1996
JULY 31, 1996 (NOTE 1)
--------------- -----------------
<S> <C> <C>
Revenues.................................................... $8,738 $13,422
Operating expenses:
Cost of operations........................................ 6,174 11,420
Selling, general and administrative....................... 2,126 1,649
Depreciation and amortization............................. 324 962
------ -------
Income (loss) from operations............................... 114 (609)
Interest expense............................................ (12) (225)
Other income (expense), net................................. 2,661 (147)
------ -------
Income (loss) before income taxes........................... 2,763 (981)
Income tax (provision) benefit.............................. (505) --
------ -------
Net income (loss)........................................... $2,258 $ (981)
====== =======
</TABLE>

See accompanying notes.
F-15
<PAGE> 88

WASTE CONNECTIONS, INC. AND PREDECESSORS

STATEMENTS OF OPERATIONS (CONTINUED)
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS)

<TABLE>
<CAPTION>
PREDECESSORS
----------------------------------------------------
THE DISPOSAL FIBRES
GROUP INTERNATIONAL, INC. PREDECESSORS
COMBINED PERIOD FROM ONE MONTH
YEAR ENDED JANUARY 1, 1995 ENDED
DECEMBER 31, THROUGH DECEMBER 31,
1995 NOVEMBER 30, 1995 1995(NOTE 1)
------------ -------------------- ------------
<S> <C> <C> <C>
Revenues.................................. $19,660 $7,340 $595
Operating expenses:
Cost of operations...................... 16,393 5,653 527
Selling, general and administrative..... 3,312 823 72
Depreciation and amortization........... 628 715 74
------- ------ ----
Income (loss) from operations............. (673) 149 (78)
Interest expense.......................... (206) (162) (1)
Other income, net......................... -- 98 5
------- ------ ----
Income (loss) before income taxes......... (879) 85 (74)
Income tax (provision) benefit............ 298 (29) --
------- ------ ----
Net income (loss)......................... $ (581) $ 56 $(74)
======= ====== ====
</TABLE>

See accompanying notes.
F-16
<PAGE> 89

WASTE CONNECTIONS, INC. AND PREDECESSORS

CONSOLIDATED STATEMENT OF REDEEMABLE STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)
PERIOD FROM INCEPTION (SEPTEMBER 9, 1997) THROUGH DECEMBER 31, 1997 (AUDITED)
AND SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
WASTE CONNECTIONS, INC. CONSOLIDATED
---------------------------------------------
REDEEMABLE STOCKHOLDERS' EQUITY (DEFICIT)
CONVERTIBLE REDEEMABLE ---------------------------------------------
PREFERRED STOCK COMMON STOCK COMMON STOCK ADDITIONAL STOCKHOLDER
-------------------- -------------------- ------------------ PAID-IN NOTES
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL RECEIVABLE
---------- ------- ---------- ------- --------- ------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at inception............. -- $ -- -- $ -- -- -- $ -- $ --
Sale of redeemable convertible
preferred stock.................. 2,499,998 6,992 -- -- -- -- -- --
Sale of common stock.............. -- -- -- -- 2,300,000 23 4,395 --
Issuance of common stock
warrants......................... -- -- -- -- -- -- 710 --
Issuance of stockholder notes
receivable....................... -- -- -- -- -- -- -- (82)
Accretion of redeemable
convertible preferred stock...... -- 531 -- -- -- -- -- --
Net loss.......................... -- -- -- -- -- -- -- --
---------- ------- ---------- ------- --------- --- ------- ----
Balances at December 31, 1997..... 2,499,998 7,523 -- -- 2,300,000 23 5,105 (82)
Exercise of warrants
(unaudited)...................... -- -- -- -- 50,000 1 139 --
Issuance of redeemable common
stock (unaudited)................ -- -- 1,000,000 7,500 -- -- -- --
Issuance of common stock warrants
(unaudited)...................... -- -- -- -- -- -- 2,049 --
Accretion of redeemable
convertible preferred stock
(unaudited)...................... -- 917 -- -- -- -- -- --
Deferred stock compensation
associated with stock options
(unaudited)...................... -- -- -- -- -- -- 821 --
Amortization of deferred stock
compensation (unaudited)......... -- -- -- -- -- -- -- --
Common stock sold in connection
with IPO (unaudited)............. -- -- -- -- 2,300,000 23 23,963 --
Issuance of common stock
(unaudited)...................... -- -- -- -- 373,399 3 4,953 --
Preferred stock dividend
(unaudited)...................... -- (161) -- -- -- -- -- --
Conversion of redeemable preferred
stock (unaudited)................ (2,499,998) (8,279) -- -- 2,499,998 25 8,254 --
Conversion of redeemable common
stock (unaudited)................ (1,000,000) (7,500) 1,000,000 10 7,490 --
Net income (unaudited)............ -- -- -- -- -- -- -- --
---------- ------- ---------- ------- --------- --- ------- ----
Balances at June 30, 1998
(unaudited)...................... -- $ -- -- $ -- 8,523,397 $85 $52,774 $(82)
========== ======= ========== ======= ========= === ======= ====

<CAPTION>
WASTE CONNECTIONS, INC. CONSOLIDATED
------------------------------------
STOCKHOLDERS' EQUITY (DEFICIT)
------------------------------------
DEFERRED
STOCK ACCUMULATED
COMPENSATION DEFICIT TOTAL
------------ ----------- -------
<S> <C> <C> <C>
Balances at inception............. $ -- $ -- $ --
Sale of redeemable convertible
preferred stock.................. -- -- --
Sale of common stock.............. -- -- 4,418
Issuance of common stock
warrants......................... -- -- 710
Issuance of stockholder notes
receivable....................... -- -- (82)
Accretion of redeemable
convertible preferred stock...... -- (531) (531)
Net loss.......................... -- (5,066) (5,066)
----- ------- -------
Balances at December 31, 1997..... -- (5,597) (551)
Exercise of warrants
(unaudited)...................... -- -- 140
Issuance of redeemable common
stock (unaudited)................ -- -- --
Issuance of common stock warrants
(unaudited)...................... -- -- 2,049
Accretion of redeemable
convertible preferred stock
(unaudited)...................... -- (917) (917)
Deferred stock compensation
associated with stock options
(unaudited)...................... (821) -- --
Amortization of deferred stock
compensation (unaudited)......... 201 -- 201
Common stock sold in connection
with IPO (unaudited)............. -- -- 23,986
Issuance of common stock
(unaudited)...................... -- -- 4,956
Preferred stock dividend
(unaudited)...................... -- -- --
Conversion of redeemable preferred
stock (unaudited)................ -- -- 8,279
Conversion of redeemable common
stock (unaudited)................ -- -- 7,500
Net income (unaudited)............ -- (243) (243)
----- ------- -------
Balances at June 30, 1998
(unaudited)...................... $(620) $(6,757) $45,400
===== ======= =======
</TABLE>

See accompanying notes.
F-17
<PAGE> 90

WASTE CONNECTIONS, INC. AND PREDECESSORS

STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1997 (AUDITED)
AND SIX MONTHS ENDED JUNE 30, 1997 AND 1998 (UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
WASTE CONNECTIONS, INC.
PREDECESSORS CONSOLIDATED
COMBINED PERIOD FROM WASTE CONNECTIONS, INC.
NINE MONTHS INCEPTION PREDECESSORS CONSOLIDATED
ENDED (SEPTEMBER 9, 1997) COMBINED SIX SIX MONTHS
SEPTEMBER 30, THROUGH MONTHS ENDED ENDED
1997 (NOTE 1) DECEMBER 31, 1997 JUNE 30, 1997 JUNE 30, 1998
------------- ----------------------- ------------- -----------------------
(UNAUDITED)
<S> <C> <C> <C> <C>
- ----------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................... $(1,173) $ (5,066) $(350) $ (243)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Gain on sale of assets.................... (4) -- -- --
Depreciation and amortization............. 1,083 354 745 1,358
Deferred income taxes..................... -- (369) -- --
Amortization of debt issuance costs, debt
guarantee fees and accretion of discount
on long-term debt....................... -- 860 -- 134
Stock compensation........................ -- 4,395 -- 441
Extraordinary item -- extinguishment of
debt.................................... -- -- -- 981
Changes in operating assets and
liabilities, net of effects from
acquisitions:
Accounts receivable, net................ (604) (1,021) (440) (361)
Prepaid expenses and other current
assets................................ (74) (51) 224 (656)
Accounts payable........................ (221) 2,607 52 119
Deferred revenue........................ (137) 169 (44) 292
Accrued liabilities..................... (450) 801 334 (23)
Accrued losses on acquired contracts.... -- (65) (91) (151)
------- ---------- ----- --------
Net cash provided by (used in) operating
activities................................ (1,580) 2,614 430 1,891
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and
equipment................................. 188 -- -- 89
Payments for acquisitions, net of cash
acquired.................................. -- (11,493) -- (30,281)
Prepaid acquisition costs................... -- (20) -- --
Capital expenditures for property and
equipment................................. (735) (264) (726) (934)
Decrease (increase) in other assets......... 22 (19) 66 --
Issuance of stockholder notes receivable.... -- (82) -- --
------- ---------- ----- --------
Net cash used in investing activities......... (525) (11,878) (660) (31,126)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net intercompany balance.................... 2,142 -- 221 --
Proceeds from short-term borrowings......... -- 600 -- --
Proceeds from long-term debt................ -- 5,500 -- 40,862
Principal payments on notes payable......... (38) (2,724) -- (258)
Principal payments on long-term debt........ -- (157) (70) (32,327)
Proceeds from sale of redeemable convertible
preferred stock........................... -- 6,992 -- --
Proceeds from sale of common stock.......... -- 23 -- 24,126
Payment of preferred stock dividend......... -- -- -- (161)
Debt issuance costs......................... -- (150) -- (584)
------- ---------- ----- --------
Net cash provided by financing activities..... 2,104 10,084 151 31,658
------- ---------- ----- --------
Net increase (decrease) in cash............... (1) 820 (79) 2,423
Cash at beginning of period................... 102 -- 102 820
------- ---------- ----- --------
Cash at end of period......................... $ 101 $ 820 $ 23 $ 3,243
======= ========== ===== ========
SUPPLEMENTARY DISCLOSURES OF CASH FLOW
INFORMATION AND NON-CASH TRANSACTIONS:
Cash paid for income taxes.................. $ -- $ -- $ 879
======= ========== ========
Cash paid for interest...................... $ -- $ 183 $ 564
======= ========== ========
Redeemable convertible preferred stock
accretion................................. $ 531 $ 917
========== ========
In connection with the BFI related
acquisitions (Note 2), the Company assumed
liabilities as follows:
Fair value of assets acquired............. $ 17,040 $ 50,283
Cash paid for acquisitions (including
acquisition costs)...................... (11,493) (30,281)
---------- --------
Liabilities assumed, stock and notes
payable to seller....................... $ 5,547 $ 20,002
========== ========
</TABLE>

See accompanying notes.
F-18
<PAGE> 91

WASTE CONNECTIONS, INC. AND PREDECESSORS

STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
PREDECESSORS
-------------------------------
THE DISPOSAL
GROUP COMBINED PREDECESSORS
PERIOD FROM COMBINED
JANUARY 1, PERIOD ENDED
1996 THROUGH DECEMBER 31,
JULY 31, 1996 1996 (NOTE 1)
--------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... $2,258 $ (981)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization.......................... 324 962
Deferred income taxes.................................. 298 --
Changes in operating assets and liabilities, net of
effects from acquisitions:
Accounts receivable, net............................. 1,201 (1,992)
Prepaid expenses and other current assets............ (2) (104)
Accounts payable..................................... (45) 713
Deferred revenue..................................... (522) 421
Accrued liabilities.................................. (987) 428
------ ------
Net cash provided by (used in) operating activities....... 2,525 (553)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment.............. -- 117
Capital expenditures for property and equipment........... (7) (282)
Decrease in other assets.................................. -- 33
------ ------
Net cash used in investing activities....................... (7) (132)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net intercompany balance.................................. -- 642
Proceeds from long-term debt.............................. 142 --
Principal payments on long-term debt...................... (427) --
Principal payments on notes payable....................... -- (39)
------ ------
Net cash provided by (used in) financing activities......... (285) 603
------ ------
Net increase (decrease) in cash............................. 2,233 (82)
Cash at beginning of period................................. 961 184
------ ------
Cash at end of period....................................... $3,194 $ 102
====== ======
</TABLE>

See accompanying notes.

F-19
<PAGE> 92

WASTE CONNECTIONS, INC. AND PREDECESSORS

STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS)

<TABLE>
<CAPTION>
PREDECESSORS
-----------------------------------
THE DISPOSAL FIBRES
GROUP INTERNATIONAL, INC. PREDECESSORS
COMBINED PERIOD FROM ONE MONTH
YEAR ENDED JANUARY 1, 1995 ENDED
DECEMBER 31, THROUGH DECEMBER 31,
1995 NOVEMBER 30, 1995 1995 (NOTE 1)
------------ ------------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).............................. $ (581) $ 56 $ (74)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Loss on sale of assets...................... 18 -- --
Depreciation and amortization............... 628 778 74
Deferred income taxes....................... (298) -- --
Changes in operating assets and liabilities,
net of effects from acquisitions:
Accounts receivable, net.................. 592 59 10
Prepaid expenses and other current
assets................................. (18) -- (30)
Accounts payable.......................... (49) 53 (30)
Deferred revenue.......................... 65 30 (26)
Accrued liabilities....................... 2,218 47 20
------- ----- -----
Net cash provided by (used in) operating
activities.................................. 2,575 1,023 (56)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property and
equipment................................... (87) (827) --
Decrease in other assets....................... -- 3 10
------- ----- -----
Net cash provided by (used in) investing
activities..................................... (87) (824) 10
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt................... 306 -- --
Principal payments on long-term debt........... (2,037) (288) --
Principal payments on notes payable............ -- -- (2)
------- ----- -----
Net cash used in financing activities.......... (1,731) (288) (2)
------- ----- -----
Net increase (decrease) in cash.................. 757 (89) (48)
Cash at beginning of period...................... 204 321 232
------- ----- -----
Cash at end of period............................ $ 961 $ 232 $ 184
======= ===== =====
</TABLE>

See accompanying notes.

F-20
<PAGE> 93

WASTE CONNECTIONS, INC. AND PREDECESSORS

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(INFORMATION RELATING TO JUNE 30, 1998 AND THE SIX MONTHS ENDED JUNE 30, 1997
AND 1998 IS UNAUDITED)

1. ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Business

Waste Connections, Inc. ("WCI" or "the Company") was incorporated in
Delaware on September 9, 1997 and commenced its operations on October 1, 1997
through the purchase of certain solid waste operations in Washington, as more
fully described below and in Note 2. The Company is a regional, integrated, non-
hazardous solid waste services company that provides collection, transfer,
disposal and recycling services to commercial, industrial and residential
customers.

Basis of Presentation

The consolidated financial statements of the Company include the accounts
of WCI and its wholly owned subsidiaries. All significant intercompany
transactions and balances have been eliminated in consolidation.

The entities the Company acquired in September 1997 from Browning-Ferris
Industries, Inc. ("BFI") are collectively referred to herein as the Company's
predecessors. BFI acquired the predecessor operations at various times during
1995 and 1996, and prior to being acquired by BFI, the predecessors operated as
separate stand-alone businesses.

During the periods in which the Company's predecessors operated as wholly
owned subsidiaries of BFI, they maintained intercompany accounts with BFI for
recording intercompany charges for costs and expenses, intercompany purchases of
equipment and additions under capital leases and intercompany transfers of cash,
among other transactions. It is not feasible to ascertain the amount of related
interest expense that would have been recorded in the historical financial
statements had the predecessors been operated as stand-alone entities. Charges
for interest expense were allocated to the Company's predecessors by BFI as
disclosed in the accompanying Statement of Operations. The interest expense
allocations from BFI are based on formulas that do not necessarily correspond
with the balances in the related intercompany accounts. Moreover, the financial
position and results of operations of the predecessors during this period may
not necessarily be indicative of the financial position or results of operations
that would have been realized had the predecessors been operated as stand-alone
entities. For the periods in which the predecessors operated as wholly owned
subsidiaries of BFI, the statements of operations include amounts allocated by
BFI to the predecessors for selling, general and administrative expenses based
on certain allocation methodologies.

During the periods prior to their acquisition by BFI, the Company's
predecessors operated as separate stand-alone businesses. The acquisitions of
the predecessors by BFI were accounted for using the purchase method of
accounting, and the respective purchase prices were allocated to the fair values
of the assets acquired and liabilities assumed. Similarly, the Company's
acquisitions of the predecessors from BFI in September 1997 were accounted for
using the purchase method of accounting, and the purchase price was allocated to
the fair value of the assets acquired and liabilities assumed. Consequently, the
amounts of depreciation and amortization included in the statements of
operations for the periods presented reflect the changes in basis of the
underlying assets that were made as a result of the changes in ownership that
occurred during the periods presented. In addition, because the predecessor
companies operated independently and were not under common control or management
during these periods, and because different tax strategies may have influenced
their results of operations, the data may not be comparable to or indicative of
their operating results after their acquisition by BFI.

Due to the manner in which BFI intercompany transactions were recorded as
described above, it is not feasible to present a detailed analysis of
transactions reflected in the net intercompany balance with BFI. The change in
the predecessors' combined intercompany balance with BFI (net of income (loss)
and initial

F-21
<PAGE> 94
WASTE CONNECTIONS, INC. AND PREDECESSORS

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(INFORMATION RELATING TO JUNE 30, 1998 AND THE SIX MONTHS ENDED JUNE 30, 1997
AND 1998 IS UNAUDITED)

investment in the acquired companies) was $642 and $2,142 during the period
ended December 31, 1996 and the nine months ended September 30, 1997,
respectively.

The accompanying statements of operations and cash flows for the Company
and its predecessors for the years ended December 31, 1995, 1996 and 1997 are
comprised of the following entities for the periods indicated:

<TABLE>
<S> <C>
YEAR ENDED DECEMBER 31, 1995:

The Disposal Group Combined Year ended December 31, 1995
Fibres International, Inc. January 1, 1995 through November 30, 1995
(BFI acquisition date)
Predecessors One month ended December 31, 1995 (represents the
results of operations of Fibres International,
Inc. subsequent to the BFI acquisition date)

YEAR ENDED DECEMBER 31, 1996:

The Disposal Group Combined January 1, 1996 through July 31, 1996
(BFI acquisition date)
Predecessors Combined Period ended December 31, 1996 (represents the
combined results of operations of The Disposal
Group subsequent to the BFI acquisition date and
the operations for the year ended December 31,
1996 of Fibres International, Inc. which was
acquired by BFI in 1995)

YEAR ENDED DECEMBER 31, 1997:

Predecessors Combined Nine months ended September 30, 1997 (represents the
combined results of operations for the nine month
period of the entities acquired by BFI in 1995 and
1996 described above)
Waste Connections, Inc. Period from inception (September 9, 1997) through
December 31, 1997
</TABLE>

The Disposal Group Combined consists of three entities that were under
common control prior to their acquisition by BFI: Diamond Fab and Welding
Service, Inc., Buchmann Sanitary Service, Inc., and The Disposal Group.

Interim Financial Information

The unaudited interim consolidated financial statements as of June 30, 1998
and for the six months ended June 30, 1997 and 1998 have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the six months ended June 30, 1998 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1998.

F-22
<PAGE> 95
WASTE CONNECTIONS, INC. AND PREDECESSORS

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

\ Common Stock Valuation

In connection with the Company's organization and initial capitalization in
September 1997, the Company sold 2.3 million shares of common stock for $.01 per
share to certain directors, consultants, and management. As a result, the
Company recorded a non-recurring, non-cash stock compensation charge of $4,395
in the accompanying consolidated statement of operations, representing the
difference between the amount paid for the shares and the estimated fair value
of the shares of $1.92 per share on the date of sale. The estimated fair value
of the common shares was determined by the Company based on an independent
valuation of the common stock.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risks consist primarily of accounts receivable. Credit
risk on accounts receivable is minimized as a result of the large and diverse
nature of the Company's customer base. The Company maintains an allowance for
losses based on the expected collectibility of accounts receivable. Credit
losses have been within management's expectations.

Property and Equipment

Property and equipment are stated at cost. Improvements or betterments
which significantly extend the life of an asset are capitalized. Expenditures
for maintenance and repair costs are charged to operations as incurred. The cost
of assets retired or otherwise disposed of and the related accumulated
depreciation are eliminated from the accounts in the year of disposal. Gains and
losses resulting from property disposals are included in other income (expense).
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets.

The estimated useful lives are as follows:

<TABLE>
<S> <C>
Machinery and equipment........ 3 - 10 years
Rolling stock.................. 10 years
Containers..................... 5 - 12 years
Furniture and fixtures......... 3 - 6 years
</TABLE>

In connection with the BFI acquisitions (Note 2) the Company acquired
certain used property and equipment. This used property and equipment is being
depreciated using the straight-line method over its estimated remaining useful
lives, which range from one to nine years.

Capitalized landfill costs include expenditures for land and related
airspace, permitting costs and preparation costs. Landfill permitting and
preparation costs represent only direct costs related to those activities,
including legal, engineering and construction. Interest is capitalized on
landfill permitting and construction projects and other projects under
development while the assets are undergoing activities to ready them for their
intended use. The interest capitalization rate is based on the Company's
weighted average cost of indebtedness. No interest was capitalized during the
six months ended June 30, 1998. Landfill permitting, acquisition and preparation
costs, excluding the estimated residual value of land, are amortized as
permitted

F-23
<PAGE> 96
WASTE CONNECTIONS, INC. AND PREDECESSORS

airspace of the landfill is consumed. Landfill preparation costs include the
costs of construction associated with excavation, liners, site berms and the
installation of leak detection and leachate collection systems. In determining
the amortization rate for a landfill, preparation costs include the total
estimated costs to complete construction of the landfills' permitted capacity.
Units-of-production amortization rates are determined annually for the Company's
operating landfill. The rates are based on estimates provided by the Company's
outside engineers and consider the information provided by surveys which are
performed at least annually.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of
the net assets of the acquired entities (Note 2), and is amortized on a
straight-line basis over the period of expected benefit of 40 years. Accumulated
amortization amounted to $279 and $64 as of December 31, 1996 and 1997,
respectively.

The Company continually evaluates the value and future benefits of its
intangibles. The Company assesses recoverability from future operations using
income from operations of the related acquired business as a measure. Under this
approach, the carrying value would be reduced if it becomes probable that the
Company's best estimate for expected future cash flows of the related business
would be less than the carrying amount of the intangible over the remaining
amortization period. For the period ending December 31, 1997, there were no
adjustments to the carrying amounts of intangibles resulting from these
evaluations.

Fair Value of Financial Instruments

The carrying values of the line of credit (Note 5) and other long-term debt
(Note 6) approximate their fair values as of December 31, 1997 and June 30,
1998, based on current incremental borrowing rates for similar types of
borrowing arrangements.

Income Taxes

The Company, The Disposal Group, and Fibres International, Inc., use the
liability method to account for income taxes. Under this method, deferred tax
assets and liabilities are determined based on differences between the financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse.

During the periods in which the predecessors were owned by BFI, their
operations were included in the consolidated income tax returns of BFI, and no
allocations of income taxes were reflected in the historical statements of
operations. For purposes of the combined predecessor financial statements,
current and deferred income taxes have been provided on a separate income tax
return basis.

Revenue Recognition

Revenues are recognized as services are provided. Certain customers are
billed in advance and, accordingly, recognition of the related revenues is
deferred until the services are provided.

Start-Up and Integration Expenses

During the period from inception (September 9, 1997) through December 31,
1997, the Company incurred certain start-up expenses relating to the formation
of the Company, primarily for legal and other professional services, and the
costs associated with recruiting the Company's initial management team. In
addition, the Company incurred certain integration expenses relating to the
Acquisitions (Note 2). These start-up and integration expenses have been charged
to operations as incurred.

F-24
<PAGE> 97
WASTE CONNECTIONS, INC. AND PREDECESSORS

As described in Note 9, the Company issued warrants during the period from
inception (September 9, 1997) through December 31, 1997 to a bank in connection
with a line of credit and term loan payable, and to certain directors and
stockholders of the Company in connection with their guarantee of certain of the
Company's debt obligations. The fair value of these warrants is being amortized
into interest expense. During the period from inception (September 9, 1997)
through December 31, 1997, $710 relating to these warrants is included in
interest expense in the accompanying statement of operations of the Company.

Stock-Based Compensation

As permitted under the provisions of Financial Accounting Standards No. 123
"Accounting for Stock Based Compensation" ("SFAS 123"), the Company has elected
to account for stock-based compensation using the intrinsic value method
prescribed by Accounting Principles Board's Opinion No. 25 "Accounting for Stock
Issued to Employees" ("APB 25"). Under the intrinsic value method, compensation
cost is the excess, if any, of the quoted market price or fair value of the
stock at the grant date or other measurement date over the amount an employee
must pay to acquire the stock. None of the predecessor entities awarded
stock-based compensation to employees. Consequently, the related disclosures in
the accompanying financial statements and notes relate solely to the Company.

Per Share Information

In 1997, the Financial Accounting Standards Board ("FASB")issued Statement
No. 128, Earnings per Share. Statement 128 replaced the calculation of primary
and fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. All earnings per share amounts have been presented on the
basis set forth in Statement 128 (Note 11). Earnings per share data have not
been presented for the predecessor operations because such data is not
meaningful.

Pro-forma basic net income (loss) per share is computed by dividing the net
income (loss) by the sum of the weighted average number of shares of common
stock outstanding and common shares issuable upon the conversion of all
outstanding shares of Redeemable Convertible Preferred Stock (Note 8) as though
such conversion occurred at the beginning of the period.

Pro-forma diluted net income per share is computed by dividing net income
by the sum of the weighted average number of shares of common stock outstanding,
common shares issuable upon conversion of all outstanding shares of Redeemable
Convertible Preferred Stock (Note 8) as though such conversion occurred at the
beginning of the period, and common shares issuable upon the exercise of
outstanding common stock options and warrants (calculated using the treasury
stock method.)

Closure and Post-Closure Costs

The Company does not accrue for closure and post-closure costs related to
the Farimead Landfill it operated in Madera County, California. Madera County as
required by state law, has established a special fund to pay such liabilities.
On June 5, 1998, the Company acquired the stock of Red Carpet Landfill, Inc. in
Oklahoma. Red Carpet is engaged in landfilling of municipal solid waste and
other acceptable waste streams in the county of Major, Oklahoma. As a result of
the acquisition, the Company is required to accrue for closure and post-closure
costs related to the landfill. Accrued closure and post-closure costs include
the current and non-current portion of accruals associated with obligations for
closure and post-closure of the landfill. The Company, based as input from its
outside engineers, estimates its future closure and post-closure

F-25
<PAGE> 98
WASTE CONNECTIONS, INC. AND PREDECESSORS

monitoring and maintenance costs for solid waste landfills based on its
interpretation of the technical standards of the U.S. Environmental Protection
Agency's Subtitle D regulations and the air emissions standards under the Clean
Air Act as they are being applied on a state-by-state basis. Closure and
post-closure monitoring and maintenance costs represent the costs related to
cash expenditures yet to be incurred when a landfill facility ceases to accept
waste and closes. Accruals for closure and post-closure monitoring and
maintenance requirements in the U.S. consider final capping of the site, site
inspection, groundwater monitoring, leachate management, methane gas control and
recovery, and operating and maintenance costs to be incurred during the period
after the facility closes. Certain of these environmental costs, principally
capping and methane gas control costs, are also incurred during the operating
life of the site in accordance with the landfill operation requirements of
Subtitle D and the air emissions standards. Reviews of the future requirements
for closure and post-closure monitoring and maintenance costs for the Company's
operating landfills are performed by the Company's consulting engineers at least
annually and are the basis upon which the Company's estimates of these future
costs and the related accrual rates are revised. The Company provides accruals
for these estimated costs as the remaining permitted airspace of such facilities
is consumed. The states in which the Company operates its landfills require a
specified portion of these accrued closure and post-closure obligations to be
funded at any point in time.

New Accounting Pronouncements

In February 1997, the FASB issued Statement No. 129, Disclosure of
Information about Capital Structure, which is effective for financial statements
for periods ending after December 15, 1997. This statement establishes standards
for disclosing information about an entity's capital structure. Adoption of
Statement 129 will have no impact on the Company's existing disclosures.

In June 1997, the FASB issued Statement No. 130, Reporting Comprehensive
Income. Statement 130 establishes standards for reporting and disclosure of
comprehensive income and its components (revenues, expenses, gains, and losses)
in a full set of general-purpose financial statements. Statement 130, which is
effective for fiscal years beginning after December 15, 1997, requires
reclassification of financial statements for earlier periods to be provided for
comparative purposes. The Company anticipates that implementing the provisions
of Statement 130 will not have a significant impact on the Company's existing
disclosures.

In June 1997, the FASB issued Statement No. 131, Disclosure About Segments
of an Enterprise and Related Information. Statement 131 establishes standards
for the way that public business enterprises report information about operating
segments. It also establishes standards for related disclosures about products
and services, geographic areas and major customers. Statement 131 is effective
for fiscal years beginning after December 15, 1997. In the initial year of
application, comparative information for earlier years must be restated. The
Company anticipates that implementing the provisions of Statement 131 will not
have a significant impact on the Company's existing disclosures.

2. ACQUISITIONS

Browning-Ferris Industries Related

On September 29, 1997, the Company purchased all of the outstanding stock
of Browning-Ferris Industries of Washington, Inc. and Fibres International, Inc.
from BFI (collectively the "Acquisitions"). The total purchase price for the
Acquisitions was approximately $15,036, comprised principally of $11,493 in cash
and promissory notes payable to BFI totaling $3,543. Of the combined $15,036
purchase price, $9,578 was recorded as goodwill and $150 was assigned to a
non-competition agreement. The Acquisitions were accounted for in accordance
with the purchase method of accounting and, accordingly, the net assets acquired

F-26
<PAGE> 99
WASTE CONNECTIONS, INC. AND PREDECESSORS

were included in the Company's consolidated balance sheet based upon their
estimated fair values on the date of the Acquisitions. The Company's
consolidated statement of operations includes the revenues and expenses of the
acquired businesses after the effective date of the transaction.

Certain items affecting the purchase price and the allocation are
preliminary. A summary of the preliminary purchase price allocation as of
December 31, 1997 for the Acquisitions is as follows:

<TABLE>
<S> <C>
Acquired assets:
Accounts receivable.................................... $ 2,919
Prepaid expenses and other current assets.............. 287
Property and equipment................................. 4,106
Goodwill............................................... 9,578
Non-competition agreement.............................. 150
Assumed liabilities:
Deferred revenue....................................... (428)
Accounts payable and accrued liabilities............... (26)
Accrued losses on acquired contracts................... (1,018)
Deferred income taxes.................................. (532)
-------
$15,036
=======
</TABLE>

During the six months ended June 30, 1998, the Company increased the
accrual for losses on acquired contracts and goodwill by approximately $291 to
reflect revised estimates of additional losses on the acquired contracts that
are expected to be incurred.

Madera Disposal Systems, Inc.

On February 23, 1998, the Company purchased all of the outstanding stock of
Madera Disposal Systems, Inc. ("Madera") effective February 1, 1998, pursuant to
a Stock Purchase Agreement (the "Agreement"). The Agreement requires the Company
to pay to the shareholders of Madera $9,579 in cash (a portion of which was used
to repay Madera outstanding debt on the date of acquisition and which is subject
to other adjustments as specified in the Agreement), 1,000,000 shares of the
Company's common stock with a fair market value of $7,500 (the "Stock"),
warrants to purchase 200,000 shares of the Company's common stock at $4.00 per
share with a fair market value of $954 (the "Warrants") and other contingent
consideration. The Agreement provides that in the event the Company does not
complete an initial public offering ("IPO") of its stock by March 31, 1999, with
aggregate gross proceeds of at least $5,000, the Company may be required to
repurchase the Stock and the Warrants from the former shareholders of Madera for
$2,800 in cash if certain other conditions are also met.

The Madera acquisition has been accounted for in accordance with the
purchase method of accounting. The total purchase price and the excess of the
purchase price over the fair value of the net assets acquired in the Madera
acquisition were approximately $18,213 and $14,580, respectively.

F-27
<PAGE> 100
WASTE CONNECTIONS, INC. AND PREDECESSORS

Certain items affecting the purchase price and the allocation are
preliminary. A summary of the preliminary purchase price allocation for the
Madera acquisition is as follows:

<TABLE>
<S> <C>
Acquired assets:
Cash...................................................... $ 1,388
Accounts receivable....................................... 905
Prepaid expenses and other current assets................. 141
Property and equipment.................................... 2,100
Long-term franchise agreements and contracts.............. 725
Goodwill.................................................. 14,580
Assumed liabilities:
Accounts payable and accrued liabilities.................. (1,120)
Accrued losses on acquired contracts...................... (306)
Notes payable............................................. (200)
-------
$18,213
=======
</TABLE>

Arrow Sanitary Service, Inc.

On June 17, 1998, the Company purchased all of the outstanding stock of
Arrow Sanitary Service, Inc. ("Arrow") effective June 1, 1998, pursuant to a
Stock Purchase Agreement (the "Arrow Agreement"). The Arrow Agreement required
the Company to pay the shareholders of Arrow $7,944 in cash (a portion of which
was used to repay the Arrow outstanding debt on the date of the acquisition and
a portion of which is subject to other adjustments as specified in the Arrow
Agreement), 213,750 shares of the Company's common stock with an estimated fair
market value of $3,045.

The Arrow acquisition has been accounted for in accordance with the
purchase method of accounting. The total purchase price and the excess of the
purchase price over the fair value of the net assets acquired in the Arrow
acquisition were approximately $11,255 and $10,528, respectively.

Certain items affecting the purchase price and the allocation are
preliminary. A summary of the preliminary purchase price allocation for the
Arrow acquisition is as follows:

<TABLE>
<S> <C>
Acquired assets:
Accounts receivable....................................... $ 575
Prepaid expenses and other current assets................. 10
Property and equipment.................................... 313
Covenant not to compete................................... 50
Goodwill.................................................. 10,528
Assumed liabilities:
Accounts payable and accrued liabilities.................. (221)
-------
$11,255
=======
</TABLE>

Predecessor Acquisitions

As described in Note 1, BFI acquired for cash and debt Fibres
International, Inc. on November 30, 1995 and The Disposal Group Combined on July
31, 1996 in transactions that were accounted for as purchases.

F-28
<PAGE> 101
WASTE CONNECTIONS, INC. AND PREDECESSORS

Accordingly, the respective purchase prices were allocated to the fair values of
the assets acquired and liabilities assumed. The following presents purchase
price information for these acquisitions:

<TABLE>
<CAPTION>
THE
FIBRES DISPOSAL
INTERNATIONAL, GROUP
INC. COMBINED
-------------- ---------
<S> <C> <C>
Tangible assets acquired...................... $5,076 $2,076
Goodwill...................................... 4,187 2,671
Assumed liabilities........................... (969) (33)
------ ------
$8,294 $4,714
====== ======
</TABLE>

3. PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 1996 and 1997 and June 30, 1998
consists of the following:

<TABLE>
<CAPTION>
PREDECESSORS COMPANY
COMBINED --------------------------
DECEMBER 31, DECEMBER 31, JUNE 30,
1996 1997 1998
------------ ------------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Land and buildings................. $2,314 $ -- $ 2,963
Machinery and equipment............ 146 60 1,742
Rolling stock...................... 2,068 2,353 5,691
Containers......................... 1,084 1,995 5,248
Furniture and fixtures............. 137 67 353
------ ------ -------
5,749 4,475 15,997
Less accumulated depreciation...... (680) (290) (1,402)
------ ------ -------
$5,069 $4,185 $14,595
====== ====== =======
</TABLE>

Combined depreciation expense for the predecessor operations was $1,304,
$1,101, and $789 for the years ended December 31, 1995 and 1996, and the nine
months ended September 30, 1997, respectively. The Company's depreciation
expense for the period from inception (September 9, 1997) through December 31,
1997 was $290.

4. OTHER ASSETS

Other assets as of December 31, 1996 and 1997 and June 30, 1998 consist of
the following:

<TABLE>
<CAPTION>
PREDECESSORS COMPANY
COMBINED --------------------------
DECEMBER 31, DECEMBER 31, JUNE 30,
1996 1997 1998
------------ ------------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Long-term franchise agreements and
contracts................................ $ -- $ -- $1,056
Non-competition agreement, net............. -- 142 351
Restricted Cash -- Madera Bond Fund........ -- -- 1,800
Other...................................... 369 27 353
---- ---- ------
$369 $169 $3,560
==== ==== ======
</TABLE>

Related to certain of the Acquisitions (Note 2), the Company acquired
certain long-term franchise agreements and contracts and entered into a
non-competition agreement. The estimated fair value of the

F-29
<PAGE> 102
WASTE CONNECTIONS, INC. AND PREDECESSORS

acquired long-term franchise agreements and contracts was determined by
management based on the discounted net cash flows associated with the agreements
and contracts. The amounts assigned to the franchise agreements and contracts is
being amortized on a straight-line method over the remaining term of the related
agreements (11 years). Accumulated amortization amounted to $19 as of June 30,
1998. The estimated fair value of the non-competition agreement was determined
by management based on the discounted adjusted operating income stream that
would have otherwise been subject to competition. The amount assigned to the
non-competition agreement is being amortized on a straight-line method over the
term of the agreement (five years). Accumulated amortization amounted to $8 as
of December 31, 1997 and $24 as of June 30, 1998.

5. LINE OF CREDIT

On September 30, 1997, the Company obtained a revolving line of credit (the
"Line") from a bank (the "Bank"). The maximum amount available under the terms
of the Line was $2,000 and borrowings bore interest based on the prime rate plus
1.5% (aggregating 10.0% at December 31, 1997). Interest was payable monthly and
the Line was to expire on September 29, 1998. Borrowings under the Line were
secured by substantially all of the Company's assets and were subordinate to the
notes payable to BFI (Note 6) with respect to certain specified assets. The Line
was personally guaranteed by certain officers and stockholders of the Company
(Note 9). As of December 31, 1997, $600 was outstanding under the Line.

Management used borrowings from a new credit facility obtained in January
1998 (Note 12) to pay off amounts outstanding under the Line, and as such, these
amounts have been included in long-term debt as of December 31, 1997.

6. OTHER LONG-TERM DEBT

Other long-term debt consists of the following as of December 31, 1997:

<TABLE>
<S> <C>
Term loan payable to the Bank bearing interest at the Bank's
prime rate plus 2.0% (aggregating 10.5% as of December 31,
1997); monthly principal payments of $76 plus interest
beginning October 1997 through August 2002; all
outstanding principal and interest are due September 2002;
secured by substantially all of the Company's assets;
subordinate to the notes payable to BFI with respect to
certain specified assets.................................. $5,343
Note payable to BFI bearing interest at 6.0%; all
outstanding principal and interest are due December 1997;
secured by substantially all of the Company's accounts
receivable................................................ 319
Note payable to BFI bearing interest at 10.0%; quarterly
payments of interest beginning December 1997; all
outstanding principal and interest are due March 1998;
secured by substantially all of WCII's assets............. 500
------
$6,162
======
</TABLE>

The term loan payable to the Bank and the notes payable to BFI were
personally guaranteed by certain officers and stockholders of the Company (Note
9).

F-30
<PAGE> 103
WASTE CONNECTIONS, INC. AND PREDECESSORS

As of December 31, 1997, aggregate contractual future principal payments by
calendar year on long-term debt are due as follows:

<TABLE>
<S> <C>
1998................................ $1,736
1999................................ 917
2000................................ 917
2001................................ 917
2002................................ 917
Thereafter.......................... 758
------
$6,162
======
</TABLE>

Management used borrowings from a new credit facility obtained in January
1998 (Note 12) to pay off all amounts outstanding under the term loan payable to
the Bank and all notes payable to BFI, and as such, these amounts have been
classified as long-term debt as of December 31, 1997.

On June 16, 1998, the Company completed a $1.8 million tax-exempt bond
financing for its Madera subsidiary. These funds will be used for specified
capital expenditures and improvements, including installation of a landfill gas
recovery system. The bonds issued mature on May 1, 2016 and bear interest at
variable rates based on market conditions for California tax exempt bonds. The
bonds are backed by a letter of credit issued by BankBoston under the Credit
Facility for $1.8 million. Funds from the bond offering are held by a trustee
until the capital expenditures are completed. The unused funds are classified as
restricted cash and included in other assets on the accompanying consolidated
balance sheet. The capital expenditures funded by the bonds are expected to be
substantially completed by December 31, 1998.

7. COMMITMENTS AND CONTINGENCIES

COMMITMENTS

Leases

The Company leases its facilities and certain equipment under
non-cancelable operating leases for periods ranging from one to five years.
Combined rent expense for the predecessor operations was $398, $412, and $441
for the years ended December 31, 1995 and 1996, and the nine months ended
September 30, 1997, respectively. The Company's rent expense under operating
leases during the period from inception (September 9, 1997) through December 31,
1997 amounted to $52.

As of December 31, 1997, future minimum lease payments under these leases,
by calendar year, are as follows:

Performance Bonds and Letters of Credit

Municipal solid waste collection contracts may require performance bonds or
other means of financial assurance to secure contractual performance. As of
December 31, 1997, the Company had provided customers

F-31
<PAGE> 104
WASTE CONNECTIONS, INC. AND PREDECESSORS

and various regulatory authorities with bonds and letters of credit of
approximately $800 to secure its obligations. The Company's new credit facility
(Note 12) provides for the issuance of letters of credit in an amount up to
$5,000, but any letters of credit issued reduce the availability of borrowings
for acquisitions or other general corporate purposes. If the Company were unable
to obtain surety bonds or letters of credit in sufficient amounts or at
acceptable rates, it could be precluded from entering into additional municipal
solid waste collection contracts or obtaining or retaining landfill operating
permits.

CONTINGENCIES

Environmental Risks

The Company is subject to liability for any environmental damage that its
solid waste facilities may cause to neighboring landowners or residents,
particularly as a result of the contamination of soil, groundwater or surface
water, and especially drinking water, including damage resulting from conditions
existing prior to the acquisition of such facilities by the Company. The Company
may also be subject to liability for any off-site environmental contamination
caused by pollutants or hazardous substances whose transportation, treatment or
disposal was arranged by the Company or its predecessors. Any substantial
liability for environmental damage incurred by the Company could have a material
adverse effect on the Company's financial condition, results of operations or
cash flows. As of December 31, 1997 and June 30, 1998, the Company is not aware
of any such environmental liabilities.

Legal Proceedings

In the normal course of its business and as a result of the extensive
governmental regulation of the solid waste industry, the Company may
periodically become subject to various judicial and administrative proceedings
involving federal, state or local agencies. In these proceedings, an agency may
seek to impose fines on the Company or to revoke or deny renewal of an operating
permit held by the Company. From time to time the Company may also be subject to
actions brought by citizens' groups or adjacent landowners or residents in
connection with the permitting and licensing of landfills and transfer stations,
or alleging environmental damage or violations of the permits and licenses
pursuant to which the Company operates.

In addition, the Company may become party to various claims and suits
pending for alleged damages to persons and property, alleged violations of
certain laws and alleged liabilities arising out of matters occurring during the
normal operation of the waste management business. However, as of December 31,
1997 and June 30, 1998 there is no current proceeding or litigation involving
the Company that the Company believes will have a material adverse impact on the
Company's business, financial condition, results of operations or cash flows.

During the period from January 1, 1996 through July 31, 1996, The Disposal
Group won a lawsuit against the city of Vancouver, Washington relating to the
city's annexation of certain territories served by The Disposal Group. The
Disposal Group received approximately $2.6 million from the lawsuit, which is
included in other income in the accompanying statement of operations.

Employees

F-32
<PAGE> 105
WASTE CONNECTIONS, INC. AND PREDECESSORS

are represented by the Teamsters Union, with which Arrow entered into a
three-year collective bargaining agreement in March 1998. In addition, in July
1997, the employees at the Company's facility in Issaquah, Washington, adopted a
measure to select a union to represent them in labor negotiations with
management. The union and management operated under a one-year negotiating
agreement, that ended July 27, 1998.

Since July 27, 1998, negotiations have continued between the Union and the
Company, although the Union is permitted to call a strike or call for
arbitration of the outstanding issues. The Company is not aware of any other
organizational efforts among its employees and believes that its relations with
its employees are good.

8. REDEEMABLE CONVERTIBLE PREFERRED STOCK

In September 1997, the Company received net proceeds of $6,992 from the
sale of 2,499,998 shares of redeemable convertible preferred stock (the
"Preferred Stock"). The Preferred Stock accrues cumulative dividends at the rate
of $.098 per share annually. Accumulated and unpaid dividends on Preferred Stock
amounted to $61 as of December 31, 1997. The Preferred Stock and any accumulated
and unpaid dividends are convertible at the holder's option into shares of the
Company's common stock at the calculated rate of $2.80 per share divided by the
"Conversion Price" subject to certain anti-dilution adjustments. Each share was
automatically converted into common stock immediately upon the closing of the
Company's initial public offering of common stock at a Conversion Price of $2.80
per share.

Each share of Preferred Stock is redeemable, at the holder's option, during
the period from April 1, 1999 through October 1, 1999 for $4.20 per share plus
any accumulated and unpaid dividends. The difference between the carrying value
of the Preferred Stock and the redemption value (including accumulated
dividends) is being accreted using the interest method through the earliest
redemption date. The redemption of the Preferred Stock is not mandatory if it
would cause the Company to incur additional indebtedness or if it is prohibited
under any of the Company's then existing debt agreements.

The preferred stockholders are entitled to one vote for each share of
common stock into which such shares can be converted, and are also entitled to
liquidation preferences equal to the greater of the initial purchase price per
share ($2.80) plus any accumulated and unpaid dividends, plus the greater of
$4.20 per share or an amount which equals an internal rate of return of 50% to
the investor. After receiving such preference, the holders of the preferred
stock share remaining proceeds with the common stockholders on an as converted
basis.

9. STOCKHOLDERS' EQUITY

Common Stock

Of the 47,700,000 shares of common stock authorized but unissued as of
December 31, 1997, the following shares were reserved for issuance:

<TABLE>
<S> <C>
Preferred Stock................................... 2,521,874
Madera acquisition (Note 2)....................... 1,200,000
Stock option plan................................. 1,200,000
Stock purchase warrants........................... 1,056,000
---------
5,977,874
=========
</TABLE>

F-33
<PAGE> 106
WASTE CONNECTIONS, INC. AND PREDECESSORS

Stockholder Notes Receivable

In December 1997, the Company provided loans in the aggregate amount of $82
to certain employees, who are also common stockholders, for the purchase of
shares of the Company's Preferred Stock. The notes bear interest at 8%, are due
on January 1, 1999 and are secured by the Preferred Stock purchased and common
stock owned by the employees.

Stock Options

In November 1997, the Company's Board of Directors adopted a stock option
plan in which all officers, employees, directors and consultants may participate
(the "Option Plan"). Options granted under the Option Plan may either be
incentive stock options or nonqualified stock options (the "Options") and they
will generally have a term of 10 years from the date of grant and will vest over
periods determined at the date of grant. The exercise prices of the options are
determined by the Company's Board of Directors and will be at least 100% or 110%
of the fair market value of the Company's common stock on the date of grant as
provided for in the Option Plan.

In connection with the Option Plan, the Company's Board of Directors
approved the reservation of 1,200,000 shares of common stock for issuance
thereunder. As of December 31, 1997 and June 30, 1998, no options to purchase
common stock were exercisable under the Option Plan. In addition, as of December
31, 1997 and June 30, 1998, options for 671,500 and 324,700 shares, respectively
of common stock were available for future grants under the Option Plan.

A summary of the Company's stock option activity and related information
during the period from inception (September 9, 1997) through December 31, 1997
and the three months ended June 30, 1998 is presented below:

<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
SHARES (OPTIONS) EXERCISE PRICE
---------------- ----------------
<S> <C> <C>
Outstanding at inception.............. -- $ --
Granted............................... 528,500 4.92
Forfeited............................. -- --
Exercised............................. -- --
-------
Outstanding as of December 31, 1997... 528,500 4.92
Granted (unaudited)................... 409,300 7.23
Forfeited (unaudited)................. -- --
Exercised (unaudited)................. -- --
-------
Outstanding as of June 30, 1998
(unaudited)......................... 937,800 5.93
=======
</TABLE>

F-34
<PAGE> 107
WASTE CONNECTIONS, INC. AND PREDECESSORS

The following table summarizes information about stock options outstanding
as of December 31, 1997 and June 30, 1998:

<TABLE>
<CAPTION>
DECEMBER 31, 1997 JUNE 30, 1998
------------------- -----------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
EXERCISE EXERCISE
EXERCISE RANGE SHARES PRICE SHARES PRICE
-------------- ------- -------- ----------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
$ 2.80 to 5.00................. 385,500 2.85 589,800 2.91
$ 6.00 to 9.50................. -- -- 72,500 8.54
$10.50 to 12.50................ 143,000 10.50 245,000 11.07
$15.19 to 16.75................ -- -- 30,500 16.72
------- ----- ------- -----
528,500 4.92 937,800 5.93
======= ===== ======= =====
</TABLE>

The weighted average remaining contractual life of stock options
outstanding as of December 31, 1997, was 9.4 years.

Pro Forma information regarding net income and earnings per share is
required by SFAS 123, and has been determined as if the Company had accounted
for its employee stock options under the fair value method of that Statement.
The fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions for the period from inception (September 9, 1997) through December
31, 1997: risk-free interest rate of 6%; dividend yield of zero; volatility
factor of the expected market price of the Company's common stock of .40; and a
weighted-average expected life of the option of 4 years.

The Black-Scholes option valuation model was developed for us in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.

For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma net loss and pro forma basic net loss per share for the period from
inception (September 9, 1997) through December 31, 1997 were $(5,070) and
$(2.99) per share, respectively.

During the six months ended June 30, 1998, the Company recorded deferred
stock compensation of $821 relating to stock options granted during the period
with exercise prices less than the estimated fair value of the Company's common
stock on the date of grant. The deferred stock compensation is being amortized
into expense over the vesting periods of the stock options which generally range
from 1 to 3 years. Compensation expense of $201 was recorded during the six
months ended June 30, 1998 relating to these options, and the remaining $619
will be amortized into expense in future periods.

Stock Purchase Warrants

In September 1997, the Company issued a warrant to purchase 200,000 shares
of the Company's common stock to the Bank that provided the Line and term loan
payable (Notes 5 and 6). The exercise price

F-35
<PAGE> 108
WASTE CONNECTIONS, INC. AND PREDECESSORS

of the warrant is $.01 per share. The warrant was valued at $382 on its date of
issuance using the Black-Scholes pricing model with an assumed stock price
volatility of .40, risk-free interest rate of 6.0%, estimated fair value of the
common stock of $1.92 per share and an expected life of 7 years. The value
assigned to the warrant was reflected as a discount on long-term debt. The
discount was fully accreted to interest expense using the straight-line method
over the expected term of the debt agreements (approximately three months).

In connection with their guarantee of certain of the Company's debt
obligations (Notes 5 and 6), the Company issued warrants to purchase 841,000
shares of the Company's common stock to certain directors and stockholders of
the Company. The exercise price of the warrants is $2.80 per share. The warrants
were valued at $328 on their date of issuance using the Black-Scholes pricing
model with an assumed stock price volatility of .40, risk-free interest rate of
6.0%, estimated fair value of the common stock of $1.92 per share and expected
lives of 3 years. The value assigned to these warrants was fully amortized to
interest expense over the expected term of the debt agreements (approximately
three months).

In December 1997, the Company issued to consultants warrants to purchase
15,000 shares of the Company's common stock. Warrants to purchase 10,000 and
5,000 shares of common stock had exercise prices of $5.00 per share and $2.80
per share, respectively.

In February 1998, the Company granted warrants to an employee to purchase
50,000 shares of the Company's common stock at $2.80 per share. The Company
recorded stock compensation expense of approximately $235 relating to these
warrants.

Initial Public Offering

In May 1998, the Company sold in its initial public offering, a total of
2,300,000 shares of common stock at $12.00 per share. The net proceeds after
underwriters' commissions and fees and other costs associated with the offering
were approximately $23,986. In connection with the offering, the redeemable
convertible preferred stock was converted into common stock, and the redemption
provisions of the common stock issued in connection with the Madera acquisition
(Note 2) expired.

10. INCOME TAXES

The provision (benefit) for income taxes for the periods ended December 31,
1995 and 1996, the nine months ended September 30, 1997 and for the period from
inception (September 9, 1997) through December 31, 1997 consists of the
following:

<TABLE>
<CAPTION>
PREDECESSORS
-------------------------------------------------------------
FIBRES THE DISPOSAL GROUP WASTE CONNECTIONS, INC.
INTERNATIONAL, INC. COMBINED CONSOLIDATED
THE DISPOSAL GROUP PERIOD FROM PERIOD FROM PERIOD FROM INCEPTION
COMBINED JANUARY 1, 1995 JANUARY 1, 1996 (SEPTEMBER 9, 1997)
YEAR ENDED THROUGH THROUGH THROUGH
DECEMBER 31, 1995 NOVEMBER 30, 1995 JULY 31, 1996 DECEMBER 31, 1997
------------------ ------------------- ------------------ -----------------------
<S> <C> <C> <C> <C>
Current:
Federal............ $ -- $ 29 $207 $ 38
State.............. -- -- -- --
Deferred:
Federal............ (298) -- 298 (370)
State.............. -- -- -- --
----- ---- ---- -----
$(298) $ 29 $505 $(332)
===== ==== ==== =====
</TABLE>

F-36
<PAGE> 109
WASTE CONNECTIONS, INC. AND PREDECESSORS

Significant components of the Company's deferred income tax assets and
liability were as follows as of December 31, 1996 and 1997:

<TABLE>
<CAPTION>
PREDECESSORS
COMBINED COMPANY
1996 1997
------------ -------
<S> <C> <C>
Deferred income tax assets:
Accounts receivable reserves......................... $ 32 $ 8
Amortization......................................... -- 290
Accrued expenses..................................... 4 --
Vacation accrual..................................... 2 15
Net operating losses................................. 208 54
------ ------
Total deferred income tax assets....................... 246 367
Deferred income tax liability:
Depreciation......................................... -- (529)
------ ------
Net deferred income tax asset (liability).............. 246 (162)
Less valuation allowance............................... (246) --
------ ------
$ -- $ (162)
====== ======
</TABLE>

The differences between the Company's provision (benefit) for income taxes
as presented in the accompanying statements of operations and benefit for income
taxes computed at the federal statutory rate is comprised of the items shown in
the following table as a percentage of pre-tax income (loss):

<TABLE>
<CAPTION>
PREDECESSORS
-------------------------------------------------------------------------------
THE DISPOSAL
FIBRES GROUP
THE DISPOSAL INTERNATIONAL, INC. COMBINED
GROUP PERIOD FROM PERIOD FROM
COMBINED JANUARY 1, 1995 PREDECESSORS JANUARY 1, 1996
YEAR ENDED THROUGH ONE MONTH ENDED THROUGH
DECEMBER 31, 1995 NOVEMBER 30, 1995 DECEMBER 31, 1995 JULY 31, 1996
----------------- ------------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Income tax provision (benefit)
at the statutory rate........ (34.0%) 34.0% 34.0% 34.0%
Effect of valuation
allowance.................... -- -- (34.0%) (16.0%)
------- ------- ------- --------
(34.0%) 34.0% -- 18.0%
======= ======= ======= ========
</TABLE>

<TABLE>
<CAPTION>
PREDECESSORS
-------------------------------------
PREDECESSORS WASTE CONNECTIONS, INC.
COMBINED CONSOLIDATED
PREDECESSORS NINE MONTHS PERIOD FROM INCEPTION
COMBINED ENDED (SEPTEMBER 9, 1997)
PERIOD ENDED SEPTEMBER 30, THROUGH
DECEMBER 31, 1996 1997 DECEMBER 31, 1997
----------------- ----------------- -----------------------
<S> <C> <C> <C>
Income tax benefit at the statutory rate... (34.0%) (34.0%) (34.0%)
Effect of valuation allowance.............. 34.0% 34.0% --
Stock compensation expense................. -- -- 28.0%
-------- -------- --------
-- -- (6.0%)
======== ======== ========
</TABLE>

F-37
<PAGE> 110
WASTE CONNECTIONS, INC. AND PREDECESSORS

11. NET LOSS PER SHARE INFORMATION

The following table sets forth the calculation of the numerator and
denominator used in the computation of basic net loss per share and pro forma
basic and diluted net loss per share for the period from inception (September 9,
1997) through December 31, 1997 and the six months ended June 30, 1998. The pro
forma basic net income (loss) per share calculations assume the conversion of
all outstanding shares of redeemable convertible preferred stock for the period
from inception (September 9, 1997) through December 31, 1997, and the conversion
of all outstanding shares of redeemable convertible preferred stock and
redeemable common stock for the six months ended June 30, 1998, as if such
conversions occurred as of the first day of each period presented.

<TABLE>
<CAPTION>
JUNE 30, 1998
DECEMBER 31, 1997 -----------------------------------
--------------------- (UNAUDITED)
PRO FORMA PRO FORMA PRO FORMA
BASIC BASIC BASIC BASIC DILUTED
NET LOSS NET LOSS NET LOSS NET LOSS NET LOSS
PER SHARE PER SHARE PER SHARE PER SHARE PER SHARE
--------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Numerator:
Income (loss) before extraordinary $ 573
item................................. $ (5,066) $ (4,788) $ 573 $ 573
Redeemable convertible preferred stock --
accretion............................ (531) -- (917) --
--------- --------- --------- --------- ---------
Income (loss) applicable to common $ 573
stockholders before extraordinary
item................................. $ (5,597) $ (4,788) $ (344) $ 573
========= ========= ========= ========= =========
Extraordinary item...................... -- -- (815) (815) (815)
--------- --------- --------- --------- ---------
Net loss applicable to common $ (242)
stockholders......................... $ (5,597) $ (4,788) $ (1,159) $ (242)
========= ========= ========= ========= =========

Denominator:
Weighted average common shares 4,480,694
outstanding.......................... 1,872,567 1,872,567 3,714,027 4,480,694
Dilutive effect of stock options and 1,351,691
warrants outstanding................. -- -- -- --
Incremental common shares issuable upon 1,916,665
conversion of preferred stock........ -- 2,499,998 -- 1,916,665
--------- --------- --------- --------- ---------
1,872,567 4,372,565 3,714,027 6,397,359 7,749,050
========= ========= ========= ========= =========
</TABLE>

As of December 31, 1997, outstanding options to purchase 528,500 shares of
common stock (with exercise prices ranging from $2.80 to $10.50), outstanding
warrants to purchase 1,056,000 shares of common stock (with exercise prices from
$0.01 to $5.00), and the outstanding Redeemable Convertible Preferred Stock
could potentially dilute basic earnings per share in the future and have not
been included in the computation of diluted net loss per share because to do so
would have been antidilutive for the period presented.

12. NEW CREDIT FACILITY

On January 30, 1998, the Company obtained a new revolving credit facility
from BankBoston (the "Credit Facility"). The maximum amount available under the
Credit Facility is $25,000 including stand-by letters-of-credit and the
borrowings will bear interest at various fixed and/or variable rates at the
Company's option. The Credit Facility allows for the Company to issue up to
$5,000 in stand-by letters-of-credit. The Credit Facility requires quarterly
payments of interest and it matures in January 2001. Borrowings under the

F-38
<PAGE> 111
WASTE CONNECTIONS, INC. AND PREDECESSORS

Credit Facility are secured by all of the Company's assets. The borrowings are
further secured by the shares of the Company's common and preferred stock owned
by the Company's President and Chief Executive Officer. The Credit Facility
requires the Company to pay an annual commitment fee equal to 0.5% of the unused
portion of the Credit Facility. The Credit Facility places certain business,
financial and operating restrictions on the Company and it's subsidiaries
including among other things, the incurrence of additional indebtedness,
investments, acquisitions, asset sales, mergers, dividends, distributions and
repurchases and redemptions of capital stock. The Credit Facility also requires
that specified financial ratios and balances be maintained. In connection with
the Credit Facility the Company granted to an affiliate of BankBoston a warrant
to purchase 140,000 shares of the Company's common stock with an exercise price
of $2.80 per share and an expiration date of January 29, 2008.

On May 28, 1998, the Company entered into a new revolving credit facility
with a syndicate of banks for which BankBoston N.A. acts as agent (the "Credit
Facility"). The maximum amount available under the Credit Facility is $60
million (including stand-by letters of credit) and the borrowings bear interest
at various fixed and/or variable rates at the Company's option (approximately
7.44% as of June 30, 1998). The Credit Facility replaced an existing revolving
credit facility. The Credit Facility allows for the Company to issue up to $5
million in stand-by letters-of-credit. The Credit Facility requires quarterly
payments of interest and it matures in May 2001. Borrowings under the Credit
Facility are secured by virtually all of the Company's assets. The Credit
Facility requires the Company to pay an annual commitment fee equal to 0.375% of
the unused portion of the Credit Facility. The Credit Facility places certain
business, financial and operating restrictions on the Company relating to, among
other things the incurrence of additional indebtedness, investments,
acquisitions, asset sales, mergers, dividends, distributions and repurchase and
redemption of capital stock. The Credit Facility also requires that specified
financial ratios and balances be maintained.

13. RELATED PARTY TRANSACTIONS

The Company has entered into certain transactions with Continental Paper,
LLC ("Continental"), in which the Company delivers to Continental all of the
Company's collected recyclable materials in areas in which Continental has
processing facilities and Continental pays the Company market rates for the
recyclable materials. Certain of the Company's stockholders are the majority
owners of Continental. During the period from inception (September 9, 1997)
through December 31, 1997, the Company received approximately $223 from
Continental in these transactions.

F-39
<PAGE> 112

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors and Shareholders
Madera Disposal Systems, Inc.

We have audited the accompanying balance sheets of Madera Disposal Systems,
Inc. as of December 31, 1996 and 1997, and the related statements of income and
retained earnings, and cash flows for each of the three years in the period
ended December 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Madera Disposal Systems,
Inc. at December 31, 1996 and 1997, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

Sacramento, California
February 20, 1998

F-40
<PAGE> 113

MADERA DISPOSAL SYSTEMS, INC.

BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1996 1997
------ ------
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents................................... $1,064 $1,527
Accounts receivable, less allowance for doubtful
accounts of $111 ($90 in 1996)........................ 788 691
Receivables from shareholders.......................... 100 113
Prepaid expenses and other current assets.............. 216 214
------ ------
Total current assets................................... 2,168 2,545
Property and equipment, net................................. 3,800 3,636
Assets held for sale........................................ -- 77
Other assets................................................ 36 39
------ ------
$6,004 $6,297
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable....................................... $ 750 $ 644
Deferred revenue....................................... 208 219
Accrued liabilities.................................... 193 178
Current portion of capital lease obligations........... 218 274
Current portion of long-term debt...................... 177 288
------ ------
Total current liabilities................................... 1,546 1,603
Long-term portion of capital lease obligations.............. 1,557 1,565
Long-term debt.............................................. 637 329
Commitments and contingencies (Note 4)

Shareholders' equity:

Common stock: $100 par value; 1,000,000 shares
authorized; 500 shares issued and outstanding......... 50 50
Retained earnings...................................... 2,214 2,750
------ ------
Total shareholders' equity.................................. 2,264 2,800
------ ------
$6,004 $6,297
====== ======
</TABLE>

See accompanying notes.

F-41
<PAGE> 114

MADERA DISPOSAL SYSTEMS, INC.

STATEMENTS OF INCOME AND RETAINED EARNINGS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------
1995 1996 1997
------ ------ ------
<S> <C> <C> <C>
Revenues.................................................... $7,008 $7,770 $7,845
Operating expenses:
Cost of operations..................................... 5,288 5,512 5,289
Selling, general and administrative.................... 996 969 1,041
Depreciation and amortization.......................... 467 585 627
------ ------ ------
Income from operations...................................... 257 704 888
Interest expense............................................ (237) (259) (280)
Other income, net........................................... 68 113 173
------ ------ ------
Net income.................................................. 88 558 781
Retained earnings, beginning of year........................ 1,863 1,656 2,214
Distributions to shareholders............................... (295) -- (245)
------ ------ ------
Retained earnings, end of year.............................. $1,656 $2,214 $2,750
====== ====== ======
Pro forma income taxes (unaudited -- Note 7)................ $ (30) $ (208) $ (295)
------ ------ ------
Pro forma net income (unaudited -- Note 7).................. $ 58 $ 350 $ 486
====== ====== ======
</TABLE>

See accompanying notes.

F-42
<PAGE> 115

MADERA DISPOSAL SYSTEMS, INC.

STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1995 1996 1997
----- ------ ------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 88 $ 558 $ 781
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 467 585 627
Gain on sale of property & equipment................... (13) (37) (71)
Changes in operating assets and liabilities:
Accounts receivable, net............................. (252) (23) 97
Receivables from shareholders........................ (21) (33) (13)
Prepaid expenses and other assets.................... -- (52) 2
Other assets......................................... (2) (9) (3)
Accounts payable..................................... 265 (29) (106)
Deferred revenue..................................... 4 16 11
Accrued liabilities.................................. 105 44 (15)
----- ------ ------
Net cash provided by operating activities:.................. 641 1,020 1,310
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property and equipment........... (274) (902) (183)
Proceeds from sale of assets.............................. 13 97 140
----- ------ ------
Net cash used in investing activities....................... (261) (805) (43)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt.............................. 265 591 --
Principal payments on long-term debt and capital lease
obligations............................................ (576) (351) (559)
Cash distributions made to shareholders................... (295) -- (245)
----- ------ ------
Net cash provided by (used in) financing activities......... (606) 240 (804)
----- ------ ------
Net increase (decrease) in cash and equivalents............. (226) 455 463
Cash and equivalents:
Beginning of year......................................... 835 609 1,064
----- ------ ------
End of year............................................... $ 609 $1,064 $1,527
===== ====== ======
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION AND
NON-CASH TRANSACTIONS:
Cash paid for interest...................................... $ 237 $ 237 $ 279
===== ====== ======
Capital lease obligations and long-term debt incurred for
the purchase of property and equipment.................... $ 854 $ -- $ 426
===== ====== ======
</TABLE>

See accompanying notes.

F-43
<PAGE> 116

MADERA DISPOSAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
(IN THOUSANDS)

1. ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BUSINESS

Madera Disposal Systems, Inc. ("Madera") is a regional, integrated,
non-hazardous solid waste services company that provides collection, transfer
disposal and recycling services to residential, commercial and industrial
customers. Madera Landfill is contracted by the County of Madera to operate the
Fairmead, the North Fork Transfer Station and the materials recovery facility
(aka, Mammoth Recycling Facility), all of which are located in the County of
Madera, State of California. Madera also holds an exclusive contract with the
County of Madera to collect solid waste within the unincorporated areas of the
County of Madera. The contracts continue in force and effect until August 2004,
and will automatically be extended for one five year period unless Madera is
then in material breach or default of its obligations under the materials
recovery facility contract. All contracts may be extended for additional periods
and upon terms as the County of Madera and Madera may mutually agree upon.

On November 9, 1993, Madera entered into an agreement with the County of
Madera, whereby Madera was to design, permit, finance, construct, equip, staff,
operate and maintain a materials recovery facility (the "Facility") at the
County's Fairmead Landfill for the purpose of providing the County of Madera
with a guaranteed reduction in the quantity of municipal solid waste requiring
landfill disposal. The Facility was to be designed, constructed and operated to
receive all municipal solid waste from the Cities of Madera and Chowchilla and
the unincorporated areas of the County of Madera. It was also to meet the
twenty-five percent (25%) waste reduction requirements of Assembly Bill 939
(Chapter 1095 of the Statutes of 1989) for the Cities of Madera and Chowchilla
and the County of Madera by January 11, 1995, through the recycling of recovered
material, and work toward the waste reduction requirements of fifty percent
(50%) that each jurisdiction must achieve by January 1, 2000. The Facility
became operational on August 15, 1994.

The County of Madera will compensate Madera for its capital costs incurred
in designing, permitting, financing, constructing and equipping the Facility.
These costs were $1,661 and are included in property and equipment in the
accompanying balance sheets. The County of Madera will reimburse Madera for the
equipment and interest costs over a ten year operational period. The County of
Madera will also reimburse Madera for its other operational costs incurred in
connection with the staffing, maintaining and operating of the materials
recovery facility. All of the aforementioned costs are reimbursed to Madera
through receipt of a specified portion of waste disposal fees collected by
Madera on behalf of the County of Madera for landfill operations.

At the termination of the contracts described above, the improvements made
by Madera become the sole and exclusive property of the County of Madera,
subject only to the County of Madera's continuing obligation to pay or reimburse
the Company for any remaining unamortized capital costs of the Facility.

In 1995, Madera started a new line of business which provided clean-up and
waste removal services to residential and commercial construction businesses.
Due to continued losses, in July 1997 Madera ceased operations in this line of
business. The estimated fair value of the remaining assets of the business is
reflected in the accompanying balance sheets as assets held for sale at December
31, 1997. For the years ended December 31, 1995, 1996, and 1997, this business
had revenues of $531, $785 and $193, respectively, and had operating losses of
$290, $397, and $215, respectively.

Madera entered into an exclusive franchise agreement with the City of
Chowchilla on April 8, 1996, whereby Madera was granted the exclusive right and
franchise to collect, haul, and dispose of all solid waste, recyclable solid
waste, and green waste within the city limits of the City of Chowchilla. The
term of this franchise shall continue in force and effect for a period of seven
years, and the City of Chowchilla may renew and extend the franchise for an
additional period of five years or more.

F-44
<PAGE> 117
MADERA DISPOSAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
(IN THOUSANDS)

SALE OF THE COMPANY

Effective February 1, 1998, Madera's shareholders entered into an agreement
to sell their stock to Waste Connections, Inc. ("WCI") for cash and stock in
WCI.

USE OF ESTIMATES

CASH EQUIVALENTS

Madera considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject Madera to concentrations of
credit risks consist primarily of accounts receivable. Credit risk on accounts
receivable is minimized as a result of the large and diverse nature of Madera's
customer base. Madera maintains an allowance for losses based on the expected
collectibility of accounts receivable. Credit losses have been within
management's expectations.

PROPERTY AND EQUIPMENT

The estimated useful lives are as follows:

<TABLE>
<S> <C>
Machinery and equipment................................ 6 - 10 years
Leasehold improvements................................. 10 - 40 years
Furniture and fixtures................................. 6 - 10 years
</TABLE>

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying values of cash and equivalents approximate their fair values
as of December 31, 1996 and 1997. The carrying values of the long-term debt and
capital lease obligations (Notes 3 and 4) approximate their fair values as of
December 31, 1996 and 1997, based on current incremental borrowing rates for
similar types of borrowing arrangements.

REVENUE RECOGNITION

Madera recognizes revenues as services are provided. Certain customers are
billed in advance and, accordingly, recognition of the related revenues is
deferred until the services are provided.

F-45
<PAGE> 118
MADERA DISPOSAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
(IN THOUSANDS)

INCOME TAXES

Madera operates under Subchapter S of the Internal Revenue Code for federal
and state income tax reporting purposes. Consequently, all of the income tax
attributes and liabilities of the Madera's operations flow through to the
individual shareholders.

CLOSURE AND POST-CLOSURE COSTS

Under regulations pursuant to which the permit for the Fairmead Landfill
was issued, Madera and Madera County, as operator and owner, respectively, are
jointly liable for closure and post-closure liabilities with respect to the
landfill. Madera has not accrued for such liabilities because Madera County, as
required by state law, has established a special fund, into which a designated
portion of tipping fee surcharges are deposited, to pay such liabilities.
Consequently, management of Madera does not believe Madera has any financial
obligation for closure and post-closure costs for the Fairmead Landfill as of
December 31, 1997.

2. PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 1996 and 1997 consists of the
following:

<TABLE>
<CAPTION>
1996 1997
------ ------
<S> <C> <C>
Machinery and equipment..................................... $5,480 $5,777
Leasehold improvements...................................... 498 500
Furniture and fixtures...................................... 137 133
------ ------
6,115 6,410
Less accumulated depreciation and amortization.............. 2,315 2,774
------ ------
$3,800 $3,636
====== ======
</TABLE>

3. LONG-TERM DEBT

Long-term debt as of December 31, 1996 and 1997 consists of the following:

<TABLE>
<CAPTION>
1996 1997
---- ----
<S> <C> <C>
Equipment financing notes payable bearing interest at
various fixed and variable rates (ranging from 6.0% to 12.9%
at December 31, 1997); monthly payments of principal and
interest aggregating $16; maturing at various dates through
August 31, 2001; secured by equipment with net book values
aggregating $522 as of December 31, 1997.................... $664 $467
Notes payable to related parties bearing interest at 10.0%;
monthly payments of interest; maturing December 1, 1998..... 150 150
---- ----
814 617
Less: Current portion....................................... 177 288
---- ----
Long-term debt.............................................. $637 $329
==== ====
</TABLE>

One of the equipment financing notes, with an outstanding balance of $236
as of December 31, 1997, contains certain restrictive covenants, which among
other things require that specified financial balances and ratios be maintained,
restrict the payment of dividends and prohibit the incurrence of additional
indebtedness. As of December 31, 1997, Madera was in compliance with the
covenants.

F-46
<PAGE> 119
MADERA DISPOSAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
(IN THOUSANDS)

As of December 31, 1997, aggregate contractual future principal payments by
calendar year on long-term debt are due as follows:

4. COMMITMENTS AND CONTINGENCIES

COMMITMENTS

Capital Leases

Madera leases certain equipment under capital leases. As of December 31,
1996 and 1997, the following amounts are included in property and equipment as
assets under these capital leases:

<TABLE>
<CAPTION>
1996 1997
------ ------
<S> <C> <C>
Cost....................................................... $2,235 $2,605
Less: accumulated amortization............................. 527 780
------ ------
Net assets under capital leases............................ $1,708 $1,825
====== ======
</TABLE>

The future minimum lease payments under these capital leases along with the
present value of the minimum lease payments as of December 31, 1997 are as
follows:

<TABLE>
<CAPTION>
MINIMUM LEASE PAYMENTS
YEAR ENDING DECEMBER 31:
------------------------
<S> <C>
1998.............................................. $ 448
1999.............................................. 489
2000.............................................. 427
2001.............................................. 352
2002.............................................. 294
Thereafter........................................ 494
------
Total minimum lease payments................................ 2,504
Less amount representing interest........................... 665
------
Present value of minimum lease payments..................... 1,839
Less current portion........................................ 274
------
Long-term portion........................................... $1,565
======
</TABLE>

OPERATING LEASES

Madera leases its facilities and certain equipment under cancelable
operating leases for periods of one year or less. Rent expense under all
operating leases during the years ended December 31, 1995, 1996 and 1997
amounted to $47, $41 and $33, respectively.

PERFORMANCE BONDS AND LETTERS OF CREDIT

Municipal solid waste collection contracts may require performance bonds to
secure contractual performance. As of December 31, 1997, Madera had provided
customers and various regulatory authorities with bonds of approximately $200 to
secure its obligations. If Madera were unable to obtain surety bonds in
sufficient amounts or at acceptable rates, it could be precluded from entering
into additional municipal solid waste collection contracts or obtaining or
retaining landfill operating permits.

F-47
<PAGE> 120
MADERA DISPOSAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
(IN THOUSANDS)

ENVIRONMENTAL RISKS

Madera is subject to liability for any environmental damage that its solid
waste facilities may cause to neighboring landowners, particularly as a result
of the contamination of drinking water sources or soil, including damage
resulting from conditions existing prior to the acquisition of such facilities
by Madera. Madera may also be subject to liability for any off-site
environmental contamination caused by pollutants or hazardous substances whose
transportation, treatment or disposal was arranged by Madera or its
predecessors. Any substantial liability for environmental damage incurred by
Madera could have a material adverse effect on Madera's financial condition,
results of operations or cash flows.

LEGAL PROCEEDINGS

In the normal course of its business and as a result of the extensive
governmental regulation of the solid waste industry, Madera may periodically
become subject to various judicial and administrative proceeding involving
federal, state or local agencies. In these proceedings, an agency may seek to
impose fines on Madera or to revoke or deny renewal of an operating permit held
by Madera. From time to time Madera may also be subject to actions brought by
citizens' groups or adjacent landowners in connection with the permitting and
licensing of landfills and transfer stations, or alleging environmental damage
or violations of the permits and licenses pursuant to which Madera operates.

In addition, Madera may become party to various claims and suits pending
for alleged damages to persons and property, alleged violations of certain laws
and alleged liabilities arising out of matters occurring during the normal
operation of the waste management business. However, as of December 31, 1997,
there is no current proceeding or litigation involving Madera that Madera
believes will have a material adverse impact on Madera's business, financial
condition, results of operations or cash flows.

5. RELATED PARTY TRANSACTIONS

Madera performs repair services on equipment owned and operated by
shareholders of Madera. Revenues relating to these activities were $41, $60 and
$51 for the years ended December 31, 1995, 1996 and 1997, respectively. As of
December 31, 1996 and 1997, Madera has receivables of $100 and $113,
respectively, relating to these activities.

6. 401(K) PLAN

Madera has a voluntary savings and investment plan (the "401(k) Plan"). The
401(k) Plan is available to all eligible employees of Madera. Under the 401(k)
Plan Madera is required to match 100% of employees' contributions up to a
maximum of 3% of the employees' wages. During the years ended December 31, 1995,
1996 and 1997, Madera's 401(k) Plan expenses were approximately $78, $107 and
$108, respectively.

F-48
<PAGE> 121
MADERA DISPOSAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
(IN THOUSANDS)

7. PRO FORMA INCOME TAX INFORMATION (UNAUDITED)

The following unaudited pro forma information reflects income tax expense
(benefit) as if Madera had been subject to federal and state income taxes:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1995 1996 1997
------ ------ ------
<S> <C> <C> <C>
Current:
Federal............................................. $(16) $(19) $197
State............................................... -- 12 57
Deferred:
Federal............................................. 32 188 33
State............................................... 14 27 8
---- ---- ----
Pro forma income taxes................................ $ 30 $208 $295
==== ==== ====
</TABLE>

The pro forma provisions for income taxes for the years ended December 31,
1995, 1996 and 1997 differ from the amounts computed by applying the applicable
statutory federal income tax rate (34%) to income before income taxes due to
state franchise taxes, certain non-deductible expenses and refundable tax
credits.

Madera's pro forma deferred income tax asset of approximately $20 and $54
at December 31, 1996 and 1997, respectively, relates principally to differences
in the recognition of bad debt expenses, state franchise taxes and certain other
temporary differences. Madera also has pro forma deferred tax liabilities at
December 31, 1996 and 1997 of approximately $534 and $570, respectively, which
relate to differences between tax and financial methods of depreciation.

8. SUBSEQUENT EVENTS

On January 12, 1998, Madera distributed $131 to its shareholders.

F-49
<PAGE> 122

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors and Shareholders
Arrow Sanitary Service, Inc.

We have audited the accompanying balance sheet of Arrow Sanitary Service,
Inc. as of September 30, 1997, and the related statement of income and retained
earnings, and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Arrow Sanitary Service, Inc.
at September 30, 1997, and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.

ERNST & YOUNG LLP

Sacramento, California
July 8, 1998

F-50
<PAGE> 123

ARROW SANITARY SERVICE, INC.

BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

ASSETS

<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1997 1998
------------- -----------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 205 $ 274
Accounts receivable....................................... 520 694
Prepaid expenses and other current assets................. 37 48
------ ------
Total current assets.............................. 762 1,016
Property and equipment, net................................. 815 926
Intangible assets, net...................................... 121 118
Other assets................................................ 48 13
------ ------
$1,746 $2,073
====== ======

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 470 $ 439
Deferred revenue.......................................... 11 11
Accrued liabilities....................................... 151 213
Current portion of long-term debt......................... 168 154
------ ------
Total current liabilities......................... 800 817
Long-term portion of capital lease obligations.............. -- 45
Long-term debt.............................................. 429 450
Deferred income taxes....................................... 34 46
Commitments and contingencies (Note 4)
Shareholders' equity:
Common stock: no par value; 1,000 shares authorized; 600
shares issued and outstanding.......................... 47 47
Treasury stock payments................................... (25) (25)
Retained earnings......................................... 461 693
------ ------
Total shareholders' equity........................ 483 715
------ ------
$1,746 $2,073
====== ======
</TABLE>

See accompanying notes.

F-51
<PAGE> 124

ARROW SANITARY SERVICE, INC.

STATEMENTS OF INCOME AND RETAINED EARNINGS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED MARCH 31,
SEPTEMBER 30, ----------------
1997 1997 1998
------------- ------ ------
(UNAUDITED)
<S> <C> <C> <C>
Revenues.................................................... $6,209 $2,872 $3,148
Operating expenses:
Cost of operations........................................ 4,970 2,080 2,255
Selling, general and administrative....................... 776 448 369
Depreciation and amortization............................. 143 70 85
------ ------ ------
Income from operations...................................... 320 274 439
Interest expense............................................ (72) (39) (30)
Other income (expense), net................................. (2) (5) 40
------ ------ ------
Income before income taxes.................................. 246 230 449
Income tax expense.......................................... (117) (98) (217)
------ ------ ------
Net income.................................................. 129 132 232
Retained earnings, beginning of period...................... 332 332 461
------ ------ ------
Retained earnings, end of period............................ $ 461 $ 464 $ 693
====== ====== ======
</TABLE>

See accompanying notes.

F-52
<PAGE> 125

ARROW SANITARY SERVICE, INC.

STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED MARCH 31,
SEPTEMBER 30, ----------------
1997 1997 1998
------------- ------ ------
(UNAUDITED)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 129 $ 132 $ 232
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 143 70 85
Deferred income taxes.................................. 34 -- 12
Gain on sale of property and equipment................. (2) -- --
Changes in operating assets and liabilities:
Accounts receivable.................................. (2) (105) (174)
Prepaid expenses and other current assets............ 19 17 (11)
Other assets......................................... 1 2 35
Accounts payable..................................... 43 (46) (31)
Accrued liabilities.................................. 70 110 62
----- ----- -----
Net cash provided by operating activities................. 435 180 210
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property and equipment........... (117) (80) (134)
Treasury stock payments................................... (5) -- --
----- ----- -----
Net cash used in investing activities....................... (122) (80) (134)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt.............................. --....... 200 97
Principal payments on long-term debt...................... (191) (298) (104)
----- ----- -----
Net cash used in financing activities....................... (191) (98) (7)
----- ----- -----
Net increase in cash........................................ 122 2 69
Cash and cash equivalents, beginning of period.............. 83 83 205
----- ----- -----
Cash and cash equivalents, end of period.................... $ 205 $ 85 $ 274
===== ===== =====
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION AND
NON-CASH TRANSACTIONS:
Cash paid for interest...................................... $ 74 $ 39 $ 33
===== ===== =====
</TABLE>

See accompanying notes.

F-53
<PAGE> 126

ARROW SANITARY SERVICE, INC.

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
(INFORMATION RELATING TO MARCH 31, 1998 AND
THE SIX MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

1. ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BUSINESS

Arrow Sanitary Service, Inc. (the "Company") is a regional, integrated,
non-hazardous solid waste services company that provides collection, hauling and
disposal of recyclable materials for residential and commercial customers in
various counties of Oregon and Washington in and around Portland, Oregon.

SALE OF THE COMPANY

On June 17, 1998, the Company's shareholders entered into an agreement to
sell all capital stock in the Company to Waste Connections, Inc. ("WCI") for
cash and common stock of WCI.

INTERIM FINANCIAL INFORMATION

The unaudited interim financial statements as of March 31, 1998 and for the
six months ended March 31, 1997 and 1998 have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the six months ended March 31, 1998 are not necessarily
indicative of the results that may be expected for the year ended September 30,
1998.

USE OF ESTIMATES

CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of accounts receivable. Credit
risk on accounts receivable is minimized as a result of the large and diverse
nature of the Company's customer base. Credit losses have been within
management's expectations.

PROPERTY AND EQUIPMENT

F-54
<PAGE> 127
ARROW SANITARY SERVICE, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
(INFORMATION RELATING TO MARCH 31, 1998 AND
THE SIX MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

1. ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
The estimated useful lives of property and equipment are as follows:

<TABLE>
<S> <C>
Buildings............................................... 30 years
Machinery and equipment................................. 3 - 10 years
Rolling stock........................................... 10 years
Furniture and fixtures.................................. 3 - 6 years
Containers.............................................. 5 - 12 years
</TABLE>

INTANGIBLE ASSETS

Intangible assets are comprised of the following at September 30, 1997:

<TABLE>
<S> <C>
Goodwill.................................................... $126
Covenant not to compete..................................... 12
----
138
Accumulated amortization.................................... (17)
----
$121
====
</TABLE>

Goodwill represents the excess of the purchase price over the fair value of
the net assets of entities previously acquired by the Company and is amortized
on a straight-line basis over the period of expected benefit of 40 years. The
covenant not to compete is amortized on a straight-line basis over the period of
expected benefit of 5 years.

REVENUE RECOGNITION

The Company recognizes revenues as services are provided. Certain customers
are billed in advance and, accordingly, recognition of the related revenues is
deferred until the services are provided.

INCOME TAXES

The Company uses the liability method to account for income taxes. Under
this method, deferred tax assets and liabilities are determined based on
differences between the financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.

SIGNIFICANT CUSTOMERS AND SUPPLIERS

The Company has three major customers which represent 21%, 14% and 11% of
total sales, respectively, for the year ended September 30, 1997. In addition,
the Company purchases a substantial portion of its recyclable materials and
equipment from four major suppliers.

F-55
<PAGE> 128
ARROW SANITARY SERVICE, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
(INFORMATION RELATING TO MARCH 31, 1998 AND
THE SIX MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

2. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1997 1998
------------- -----------
(UNAUDITED)
<S> <C> <C>
Land................................................. $ 121 $ 121
Buildings............................................ 168 168
Machinery and equipment.............................. 480 593
Rolling stock........................................ 1,026 1,028
Furniture and fixtures............................... 104 109
Containers........................................... 296 342
------- -------
2,195 2,361
Less accumulated depreciation and amortization....... (1,380) (1,435)
------- -------
$ 815 $ 926
======= =======
</TABLE>

3. FINANCING ARRANGEMENTS

BANK LINE OF CREDIT

The Company maintains a revolving line of credit with a financial
institution. Under the agreement, the Company may borrow an amount up to $150.
Interest on the revolving line of credit accrues at the financial institution's
prime rate (8.5% at September 30, 1997) plus 1.5%. The agreement provides that
the Company comply with various financial and other covenants. The line of
credit had no amounts outstanding at September 30, 1997.

LONG-TERM DEBT

Long-term debt as of September 30, 1997 consists of the following:

<TABLE>
<S> <C>
Contract financing notes payable bearing interest at 9%;
payable in monthly installments of principal and interest
(ranging from $1 to $2); maturing between October 20, 1998
and November 15, 2004..................................... $159
Mortgage financing notes payable bearing interest at 8.25%;
payable in monthly installments of principal and interest
of $1; maturing on January 20, 2022; secured by certain
real estate............................................... 139
Equipment financing notes payable bearing interest (ranging
from 8.5% to 10.75%); payable in monthly installments of
principal (ranging from $2 to $5) plus interest; maturing
on March 20, 1998 and October 12, 2000; secured by the
Company's accounts receivable, inventory, equipment, and
certain other assets...................................... 299
----
597
Less: current portion....................................... 168
----
Long-term debt.............................................. $429
====
</TABLE>

One of the equipment financing notes, with no outstanding balance at
September 30, 1997, contains certain restrictive covenants, which among other
things require that specified financial balances and ratios be maintained,
restrict the payment of dividends and prohibit the incurrence of additional
indebtedness.

F-56
<PAGE> 129
ARROW SANITARY SERVICE, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
(INFORMATION RELATING TO MARCH 31, 1998 AND
THE SIX MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

3. FINANCING ARRANGEMENTS (CONTINUED)
As of September 30, 1997, aggregate contractual future principal payments
by fiscal year on long-term debt are due as follows:

<TABLE>
<S> <C>
1998........................................................ $168
1999........................................................ 121
2000........................................................ 81
2001........................................................ 27
2002........................................................ 26
Thereafter.................................................. 174
----
$597
====
</TABLE>

4. COMMITMENTS AND CONTINGENCIES

COMMITMENTS

Operating Leases

The Company leases its facilities and certain equipment under noncancelable
operating leases. Rent expense under these agreements approximated $50 for the
year ended September 30, 1997.

The future minimum lease payments under these agreements as of September
30, 1997 are as follows:

<TABLE>
<S> <C>
1998........................................................ $ 54
1999........................................................ 54
2000........................................................ 49
2001........................................................ 48
2002........................................................ 48
Thereafter.................................................. 494
----
$747
====
</TABLE>

CONTINGENCIES

Legal Proceedings

In the normal course of its business and as a result of the extensive
governmental regulation of the solid waste industry, the Company may
periodically become subject to various judicial and administrative proceedings
involving federal, state or local agencies. In these proceedings, an agency may
seek to impose fines on the Company or to revoke or deny renewal of an operating
permit held by the Company. From time to time the Company may also be subject to
actions brought by citizens' groups or adjacent landowners in connection with
the permitting and licensing of landfills and transfer stations, or alleging
environmental damage or violations of the permits and licenses pursuant to which
the Company operates.

F-57
<PAGE> 130
ARROW SANITARY SERVICE, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
(INFORMATION RELATING TO MARCH 31, 1998 AND
THE SIX MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

4. COMMITMENTS AND CONTINGENCIES (CONTINUED)
no current proceeding or litigation involving the Company that the Company
believes will have a material adverse impact on the Company's business,
financial condition, results of operations or cash flows.

Employees

Approximately 11 of the Company's route drivers are represented by the
Teamsters Union. The Company entered into a three-year collective bargaining
agreement in March 1998. The Company is not aware of any other organizational
efforts among its employees and believes that its relations with its employees
are good.

5. 401(k) PLAN

The Company has a voluntary savings and investment plan (the "401(k)
Plan"). The 401(k) Plan is available to all eligible employees of the Company.
Under the 401(k) Plan the Company is required to match 3% of employees'
contributions up to a maximum of 6% of the employees' wages once the employee
contributes a minimum of 3%. The Company will match 100% of employee
contributions between 3 and 6%. Sixteen of twenty-one eligible employees
participated in the plan with minimum contributions of at least 3%. During the
year ended September 30, 1997, the Company's 401(k) Plan expense was
approximately $35.

6. INCOME TAXES

The provision for income taxes for the year ended September 30, 1997
consists of the following:

<TABLE>
<S> <C>
Current:
Federal................................................... $ 60
State..................................................... 23

Deferred:
Federal................................................... 29
State..................................................... 5
----
$117
====
</TABLE>

Deferred taxes result from temporary differences in the recognition of
certain expense items for income tax and financial reporting purposes. The
Company's deferred taxes as of September 30, 1997 are substantially comprised of
depreciation deducted for tax purposes that will be recorded in future periods
for financial reporting purposes.

The principal reasons for the difference between the effective income tax
rate and the federal statutory income tax rate are as follows:

<TABLE>
<S> <C>
Federal expense expected at statutory rates................. $ 84
State and local income taxes, net of Federal benefit........ 15
Officers life insurance expense............................. 17
Other....................................................... 1
----
$117
====
</TABLE>

The Company paid $10 for income taxes during the year ended September 30,
1997.

F-58
<PAGE> 131
ARROW SANITARY SERVICE, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
(INFORMATION RELATING TO MARCH 31, 1998 AND
THE SIX MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

7. YEAR 2000 (UNAUDITED)

The Company will need to modify or replace portions of its software so that
its computer systems will function properly with respect to dates in the year
2000 ("Year 2000") and thereafter. To date, the Company has not incurred any
costs related to the Year 2000 project. The Company does not believe that its
expenditures relating to the Year 2000 project will be material. However, if the
required Year 2000 modifications and conversions are not made or are not
completed in a timely manner, the Year 2000 issue could materially affect the
Company's operations.

F-59
<PAGE> 132

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
Shrader Refuse and Recycling Service Company

We have audited the accompanying balance sheets of Shrader Refuse and
Recycling Service Company as of September 30, 1996 and 1997, and the related
statements of income, stockholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Shrader Refuse and Recycling
Service Company at September 30, 1996 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

GRANT THORNTON LLP

Lincoln, Nebraska
August 24, 1998

F-60
<PAGE> 133

SHRADER REFUSE AND RECYCLING SERVICE COMPANY

BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

ASSETS

<TABLE>
<CAPTION>
SEPTEMBER 30,
---------------- JUNE 30,
1996 1997 1998
------ ------ -------------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 287 $ 116 $ 342
Marketable equity securities.............................. 246 403 576
Accounts receivable, less allowance for doubtful accounts
of $29 and $32 at September 30, 1996 and 1997,
respectively........................................... 674 897 808
Prepaid expenses.......................................... 37 69 79
------ ------ ------
Total current assets.............................. 1,244 1,485 1,805
Property and equipment, net................................. 3,939 5,195 5,112
Goodwill, net............................................... 223 214 209
Other assets................................................ 122 157 208
------ ------ ------
$5,528 $7,051 $7,334
====== ====== ======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 244 $ 202 $ 323
Accrued liabilities....................................... 100 103 117
Current portion of long-term debt......................... 763 703 703
Current portion of capital lease obligations.............. 18 97 97
------ ------ ------
Total current liabilities......................... 1,125 1,105 1,240
Long-term debt, net of current portion...................... 1,676 1,258 959
Capital lease obligations, net of current portion........... 338 1,583 1,511
Commitments and contingencies (Note F)
Stockholders' equity:
Common stock: $1 par value; 10,000 shares authorized;
8,571 shares issued and outstanding.................. 9 9 9
Retained earnings......................................... 2,338 3,012 3,465
Net unrealized gain on marketable equity securities....... 42 84 150
------ ------ ------
Total stockholders' equity........................ 2,389 3,105 3,624
------ ------ ------
$5,528 $7,051 $7,334
====== ====== ======
</TABLE>

The accompanying notes are an integral part of these statements.

F-61
<PAGE> 134

SHRADER REFUSE AND RECYCLING SERVICE COMPANY

STATEMENTS OF INCOME
(IN THOUSANDS)

<TABLE>
<CAPTION>
NINE
YEAR ENDED MONTHS ENDED
SEPTEMBER 30, JUNE 30,
---------------- ----------------
1996 1997 1997 1998
------ ------ ------ ------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues................................................ $5,461 $6,896 $5,027 $5,382
Operating expenses:
Cost of operations.................................... 3,861 4,601 3,241 3,479
Selling, general and administrative................... 516 567 426 425
Depreciation and amortization......................... 565 770 546 697
------ ------ ------ ------
4,942 5,938 4,213 4,601
------ ------ ------ ------
Income from operations.................................. 519 958 814 781
Other income (expense):
Interest expense...................................... (206) (292) (219) (287)
Other income, net..................................... 35 59 19 19
------ ------ ------ ------
(171) (233) (200) (268)
------ ------ ------ ------
Net income.............................................. $ 348 $ 725 $ 614 $ 513
====== ====== ====== ======
Pro forma income taxes (unaudited) (Note G)............. $ 141 $ 290 $ 245 $ 206
------ ------ ------ ------
Pro forma net income (unaudited) (Note G)............... $ 207 $ 435 $ 369 $ 307
====== ====== ====== ======
</TABLE>

The accompanying notes are an integral part of these statements.

F-62
<PAGE> 135

SHRADER REFUSE AND RECYCLING SERVICE COMPANY

STATEMENT OF STOCKHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 1996 AND 1997
AND THE NINE MONTHS ENDED JUNE 30, 1998
(INFORMATION RELATED TO THE NINE MONTHS ENDED JUNE 30, 1998 IS UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
NET
UNREALIZED
GAIN (LOSS) ON
COMMON STOCK MARKETABLE TOTAL
--------------- RETAINED EQUITY STOCKHOLDERS'
SHARES AMOUNT EARNINGS SECURITIES EQUITY
------ ------ -------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Balance October 1, 1995........................ 8,571 $9 $2,154 $ (2) $2,161
Net income..................................... -- -- 348 -- 348
Distributions to stockholders.................. -- -- (164) -- (164)
Change in net unrealized gain (loss) on
marketable equity securities................. -- -- -- 44 44
----- -- ------ ---- ------
Balance at September 30, 1996.................. 8,571 9 2,338 42 2,389
Net income..................................... -- -- 725 -- 725
Distributions to stockholders.................. -- -- (51) -- (51)
Change in net unrealized gain (loss) on
marketable equity securities................. -- -- -- 42 42
----- -- ------ ---- ------
Balance at September 30, 1997.................. 8,571 9 3,012 84 3,105
Net income..................................... -- -- 513 -- 513
Distributions to stockholders.................. -- -- (60) -- (60)
Change in net unrealized gain (loss) on
marketable equity securities................. -- -- -- 66 66
----- -- ------ ---- ------
Balance at June 30, 1998....................... 8,571 $9 $3,465 $150 $3,624
===== == ====== ==== ======
</TABLE>

The accompanying notes are an integral part of this statement.

F-63
<PAGE> 136

SHRADER REFUSE AND RECYCLING SERVICE COMPANY

STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
NINE
YEAR ENDED MONTHS ENDED
SEPTEMBER 30, JUNE 30,
----------------- ----------------
1996 1997 1997 1998
------- ------ ------ ------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 348 $ 725 $ 614 $ 513
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 565 770 546 697
Realized (gain) loss on marketable equity securities... 8 (23) (19) (19)
Gain on sale of property and equipment................. (6) (8) -- --
Changes in operating assets and liabilities:
Accounts receivable, net............................. (25) (223) (49) 89
Prepaid expenses..................................... 16 (32) (7) (10)
Other assets......................................... (6) (35) (85) (51)
Accounts payable..................................... 73 (42) (30) 121
Accrued liabilities.................................. 23 3 18 14
------- ------ ------ ------
Net cash provided by operating activities......... 996 1,135 988 1,354
------- ------ ------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property and equipment........... (2,010) (655) (395) (609)
Proceeds from sale of property and equipment.............. 6 26 -- --
Purchases of marketable equity securities................. (272) (307) (273) (232)
Proceeds from sale of marketable equity securities........ 81 215 184 144
------- ------ ------ ------
Net cash used in investing activities............. (2,195) (721) (484) (697)
------- ------ ------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt.............................. 1,777 300 120 250
Principal payments on long-term debt and capital lease
obligations............................................ (518) (834) (617) (621)
Cash distributions made to stockholders................... (164) (51) (39) (60)
------- ------ ------ ------
Net cash provided by (used in) financing
activities...................................... 1,095 (585) (536) (431)
------- ------ ------ ------
Net change in cash and cash equivalents..................... (104) (171) (32) 226
Cash and cash equivalents:
Beginning of period....................................... 391 287 287 116
------- ------ ------ ------
End of period............................................. $ 287 $ 116 $ 255 $ 342
======= ====== ====== ======
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION AND
NON-CASH TRANSACTIONS:
Cash paid for interest.................................... $ 206 $ 299 $ 219 $ 287
======= ====== ====== ======
Capital lease obligations incurred for the purchase of
property and equipment................................. $ 376 $1,380 $1,380 $ --
======= ====== ====== ======
</TABLE>

The accompanying notes are an integral part of these statements.

F-64
<PAGE> 137

SHRADER REFUSE AND RECYCLING SERVICE COMPANY

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1997
(DOLLARS IN THOUSANDS)
(INFORMATION RELATING TO JUNE 30, 1998 AND THE NINE
MONTHS ENDED JUNE 30, 1997 AND 1998 IS UNAUDITED.)

NOTE A -- ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Organization and Business

Shrader Refuse and Recycling Service Company (the "Company") is a
non-hazardous solid waste services company that provides collection, hauling,
disposal and recycling services to residential and commercial customers in
various counties of Nebraska.

The Company derives a portion of its revenue from exclusive municipal
contracts, of which a significant number will be subject to competitive bidding
at some time in the future. The Company intends to bid on additional municipal
contracts as a means of adding customers. There can be no assurance that the
Company will be the successful bidder to obtain or retain contracts that come up
for competitive bidding.

2. Sale of the Company

On July 31, 1998, the Company's stockholders sold all capital stock of the
Company to Waste Connections, Inc. ("WCI") for cash and common stock of WCI.

3. Interim Financial Information

The unaudited interim financial statements as of June 30, 1998 and for the
nine months ended June 30, 1997 and 1998 have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the nine months ended June 30, 1998 are not necessarily
indicative of the results that may be expected for the year ending September 30,
1998.

4. Use of Estimates

5. Cash Equivalents

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

6. Concentrations of Credit Risk

7. Marketable Equity Securities

The Company's marketable equity securities are classified as "available for
sale" and stated at market value. Unrealized holding gains and losses on such
securities are reported as a separate component of stockholders' equity until
realized.

F-65
<PAGE> 138
SHRADER REFUSE AND RECYCLING SERVICE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1996 AND 1997
(DOLLARS IN THOUSANDS)
(INFORMATION RELATING TO JUNE 30, 1998 AND THE NINE
MONTHS ENDED JUNE 30, 1997 AND 1998 IS UNAUDITED.)

NOTE A -- ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Gains and losses on the disposition of marketable equity securities are
determined using the first-in, first-out method. Declines in the fair value of
individual securities below their cost that are other than temporary are
recorded as realized losses through a charge to income.

8. Property and Equipment

Property and equipment are stated at cost. Improvements or betterments
which significantly extend the life of an asset are capitalized. Expenditures
for maintenance and repair costs are charged to operations as incurred. The cost
of assets retired or otherwise disposed of and the related accumulated
depreciation are eliminated from the accounts in the year of disposal. Gains and
losses resulting from property disposals are included in other income or
expense. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets, or lease term, whichever is shorter.

The estimated useful lives of property and equipment are as follows:

<TABLE>
<S> <C>
Buildings under capital leases........................... 10 years
Machinery and equipment.................................. 3-10 years
Rolling stock............................................ 5-10 years
Containers............................................... 5-12 years
</TABLE>

9. Goodwill

Goodwill represents the excess of the purchase price over the fair value of
the tangible net assets of entities previously acquired by the Company and is
amortized on a straight-line basis over the period of expected benefit of 40
years.

10. Revenue Recognition

The Company recognizes revenues as services are provided. Certain customers
are billed in advance and, accordingly, recognition of the related revenues is
deferred until the services are provided.

11. Income Taxes

The Company operates under Subchapter "S" of the Internal Revenue Code for
federal and state income tax reporting purposes. Consequently, all of the income
tax attributes and liabilities of the Company's operations flow through to the
individual shareholders.

12. Significant Customer

The Company has one major customer which represents 16% of total revenues
for the year ended September 30, 1997.

NOTE B -- MARKETABLE EQUITY SECURITIES

At September 30, 1996 and 1997, the aggregate market value of marketable
equity securities exceeded their aggregate cost by $42 and $84, respectively.
Gross unrealized gains totaled $44 and $89 and gross unrealized losses totaled
$2 and $5 at September 30, 1996 and 1997, respectively.

F-66
<PAGE> 139
SHRADER REFUSE AND RECYCLING SERVICE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1996 AND 1997
(DOLLARS IN THOUSANDS)
(INFORMATION RELATING TO JUNE 30, 1998 AND THE NINE
MONTHS ENDED JUNE 30, 1997 AND 1998 IS UNAUDITED.)

NOTE B -- MARKETABLE EQUITY SECURITIES (CONTINUED)
Proceeds from sales of marketable equity securities during the years ended
September 30, 1996 and 1997 were $81 and $215, respectively. Gross gains of $4
and gross losses of $12 were realized on sales during 1996. Gross gains of $37
and gross losses of $14 were realized on sales during 1997.

NOTE C -- PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
---------------- JUNE 30,
1996 1997 1998
------ ------ -------------
(UNAUDITED)
<S> <C> <C> <C>
Buildings under capital leases....................... $ 376 $1,756 $1,756
Machinery and equipment.............................. 440 455 471
Rolling stock........................................ 3,359 3,656 4,009
Containers........................................... 1,781 2,089 2,328
------ ------ ------
5,956 7,956 8,564
Less accumulated depreciation and amortization....... 2,017 2,761 3,452
------ ------ ------
$3,939 $5,195 $5,112
====== ====== ======
</TABLE>

NOTE D -- GOODWILL

Goodwill is comprised of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
---------------- JUNE 30,
1996 1997 1998
------ ------ -------------
(UNAUDITED)
<S> <C> <C> <C>
Goodwill............................................. $ 351 $ 351 $ 351
Accumulated amortization............................. 128 137 142
------ ------ ------
$ 223 $ 214 $ 209
====== ====== ======
</TABLE>

NOTE E -- FINANCING ARRANGEMENTS

<TABLE>
<CAPTION>
SEPTEMBER 30,
---------------- JUNE 30,
1996 1997 1998
------ ------ -------------
(UNAUDITED)
<S> <C> <C> <C>
Notes payable to bank bearing interest at rates
ranging from 7.75% to 9.50%, payable in monthly
installments of principal and interest; maturing
through August 2001................................ $2,244 $1,766 $1,467
Note payable to related party, with interest at 9%
per annum payable quarterly until monthly
installments of principal and interest commence on
November 1997. This note matures July 2003 and is
without collateral................................. 195 195 195
------ ------ ------
2,439 1,961 1,662
Less current portion................................. 763 703 703
------ ------ ------
Long-term debt, net of current portion............... $1,676 $1,258 $ 959
====== ====== ======
</TABLE>

F-67
<PAGE> 140
SHRADER REFUSE AND RECYCLING SERVICE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1996 AND 1997
(DOLLARS IN THOUSANDS)
(INFORMATION RELATING TO JUNE 30, 1998 AND THE NINE
MONTHS ENDED JUNE 30, 1997 AND 1998 IS UNAUDITED.)

NOTE E -- FINANCING ARRANGEMENTS (CONTINUED)
On July 1, 1998, the Company entered into an $875 credit facility with a
bank maturing December 2001. The credit facility is a line of credit through
January 1, 1999, whereupon all borrowings under the facility will be refinanced
on a note payable due in monthly installments through December 2001. Borrowings
bear interest at 8.0% per annum. During July 1998, the Company utilized all of
the credit facility for equipment purchases.

The notes payable to bank and the credit facility are collateralized by
substantially all of the Company's assets and the personal guarantees of the
stockholders. The Company is subject to certain restrictive covenants with the
bank, which among other things, require that a specified debt service coverage
ratio be maintained and restrict the payment of dividends solely to amounts
sufficient to meet the tax requirements of the stockholders relative to the
Company's status as a Subchapter "S" Corporation. The Company was in compliance
with or received waivers of the covenant requirements for the year ended
September 30, 1997.

As of September 30, 1997, aggregate contractual future principal payments
by fiscal year are due as follows:

<TABLE>
<S> <C>
1998................................................ $ 703
1999................................................ 546
2000................................................ 355
2001................................................ 284
2002................................................ 39
Thereafter.......................................... 34
------
$1,961
======
</TABLE>

In conjunction with the acquisition of the Company by WCI on July 31, 1998,
all of the outstanding long-term debt of the Company was repaid.

NOTE F -- COMMITMENTS AND CONTINGENCIES

COMMITMENTS

Leases

The Company leases three facilities from a related party under two ten-year
leases expiring in 2005 and 2007. For financial reporting purposes, minimum
lease rentals relating to the facilities have been capitalized. The related
assets and obligations have been recorded using the Company's implicit borrowing
rate at the inception of the leases. The following amounts are included in
property and equipment as buildings under capital leases:

<TABLE>
<CAPTION>
SEPTEMBER 30,
-------------- JUNE 30,
1996 1997 1998
---- ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Buildings....................................... $376 $1,756 $1,756
Less accumulated amortization................... 38 121 253
---- ------ ------
$338 $1,635 $1,503
==== ====== ======
</TABLE>

F-68
<PAGE> 141
SHRADER REFUSE AND RECYCLING SERVICE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1996 AND 1997
(DOLLARS IN THOUSANDS)
(INFORMATION RELATING TO JUNE 30, 1998 AND THE NINE
MONTHS ENDED JUNE 30, 1997 AND 1998 IS UNAUDITED.)

NOTE F -- COMMITMENTS AND CONTINGENCIES (CONTINUED)
The following is a schedule by fiscal years of future minimum lease
payments under capital leases together with the present value of the net minimum
lease payments as of September 30, 1997:

<TABLE>
<S> <C>
1998........................................................ $ 321
1999........................................................ 321
2000........................................................ 321
2001........................................................ 321
2002........................................................ 321
Thereafter.................................................. 1,368
------
Total minimum lease payments................................ 2,973
Less amount representing interest........................... 1,293
------
$1,680
======
Current portion............................................. $ 97
Long-term portion........................................... 1,583
------
$1,680
======
</TABLE>

Prior to entering into the current leases, the Company leased these
facilities on a month-to-month basis from the related party. The Company
recognized rent expense of $171 and $117 in fiscal 1996 and 1997, respectively.
Total rent and minimum lease payments to the related party during fiscal 1996
and 1997 were $249 and $260, respectively.

In conjunction with the acquisition of the Company by WCI on July 31, 1998,
the current leases were terminated, two of the three facilities were acquired
and the remaining facility was leased under a two-year lease with an option to
extend for an additional two years through July 2002.

Noncompete Agreement

The Company has a noncompete agreement with a related party that requires
the Company to pay $4 a month through October 1997 provided the related party
abides by the noncompete agreement. The Company paid the related party $44 in
each of the fiscal years ended September 30, 1996 and 1997.

CONTINGENCIES

Legal Proceedings

In the normal course of its business and as a result of the extensive
governmental regulation of the solid waste industry, the Company may
periodically become subject to various judicial and administrative proceedings
involving federal, state or local agencies. In these proceedings, an agency may
seek to impose fines on the Company or to revoke or deny renewal of an operating
permit held by the Company. From time to time the Company may also be subject to
actions brought by citizens' groups or adjacent landowners in connection with
the permitting and licensing of landfills and transfer stations, or alleging
environmental damage or violations of the permits and licenses pursuant to which
the Company operates.

F-69
<PAGE> 142
SHRADER REFUSE AND RECYCLING SERVICE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1996 AND 1997
(DOLLARS IN THOUSANDS)
(INFORMATION RELATING TO JUNE 30, 1998 AND THE NINE
MONTHS ENDED JUNE 30, 1997 AND 1998 IS UNAUDITED.)

NOTE F -- COMMITMENTS AND CONTINGENCIES (CONTINUED)
during the normal operation of the waste management business. As of September
30, 1997, there is no current proceeding or litigation involving the Company
that the Company believes will have a material adverse impact on the Company's
business, financial condition, results of operations or cash flows.

NOTE G -- PRO FORMA INCOME TAX INFORMATION (UNAUDITED)

Unaudited pro forma information reflects income tax expense as if the
Company had been subject to federal and state income taxes. The pro forma
provisions for income taxes for the years ended September 30, 1996 and 1997 and
the nine month periods ended June 30, 1997 and 1998 differ from the amounts
computed by applying the applicable statutory federal income tax rate (34%) to
income before income taxes due to state income taxes and certain non-deductible
expenses.

The following is a summary of pro forma income taxes for the years ended
September 30, 1996 and 1997:

<TABLE>
<CAPTION>
YEAR ENDED
SEPTEMBER 30,
--------------
1996 1997
----- -----
<S> <C> <C>
Current:
Federal................................................... $ 47 $ 66
State..................................................... 10 14
Deferred:
Federal................................................... 69 171
State..................................................... 15 39
---- ----
Pro forma income taxes...................................... $141 $290
==== ====
</TABLE>

The Company's pro forma deferred income tax liabilities of approximately
$739 and $949 at September 30, 1996 and 1997, respectively, relate principally
to differences between tax and financial methods of reporting depreciation
expense and the use of the cash method of accounting for income tax purposes
which gives rise to differences between financial statement and tax return
recognition of receivables, prepaid expenses, accounts payable and accrued
liabilities.

NOTE H -- FINANCIAL INSTRUMENTS

The following estimated fair value information pertains to the Company's
financial instruments and does not purport to represent the aggregate net fair
value of the Company.

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:

Cash and cash equivalents: The carrying amount approximates fair value
because of the short maturity of those instruments.

Marketable equity securities: Quoted market prices for the Company's
marketable equity securities are used to estimate fair value.

Long-term debt and capital lease obligations: Current incremental borrowing
rates for similar type borrowings are used to estimate the fair value of the
Company's long-term debt and capital lease obligations.

F-70
<PAGE> 143
SHRADER REFUSE AND RECYCLING SERVICE COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1996 AND 1997
(DOLLARS IN THOUSANDS)
(INFORMATION RELATING TO JUNE 30, 1998 AND THE NINE
MONTHS ENDED JUNE 30, 1997 AND 1998 IS UNAUDITED.)

NOTE H -- FINANCIAL INSTRUMENTS (CONTINUED)
The carrying amounts and estimated fair values of the Company's financial
instruments are as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996 SEPTEMBER 30, 1997
--------------------- ---------------------
ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- --------- -------- ---------
<S> <C> <C> <C> <C>
Financial Assets:
Cash and cash equivalents......................... $ 287 $ 287 $ 116 $ 116
Marketable equity securities...................... 246 246 403 403
Financial Liabilities:
Long-term debt.................................... 2,439 2,528 1,961 1,970
Capital lease obligations......................... 356 486 1,680 2,038
</TABLE>

F-71
<PAGE> 144

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

PROSPECTIVE INVESTORS MAY RELY ONLY ON THE INFORMATION IN THIS PROSPECTUS.
NEITHER THE COMPANY NOR ANY SELLING STOCKHOLDER HAS AUTHORIZED ANYONE TO PROVIDE
PROSPECTIVE INVESTORS WITH INFORMATION DIFFERENT FROM THAT IN THIS PROSPECTUS.
THIS PROSPECTUS IS NOT AN OFFER TO SELL, AND IT DOES NOT SEEK AN OFFER TO BUY,
THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
THE INFORMATION IN THIS PROSPECTUS IS CORRECT ONLY AS OF THE DATE OF THIS
PROSPECTUS, REGARDLESS OF WHEN THIS PROSPECTUS IS DELIVERED OR THESE SECURITIES
ARE SOLD.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information............... 2
Prospectus Summary.................. 3
Risk Factors........................ 7
Dividend Policy..................... 16
Price Range of Common Stock......... 16
Selected Historical and Pro Forma
Financial and Operating Data...... 17
Management's Discussion and Analysis
of Financial Condition and Results
of Operations..................... 21
Business............................ 33
Management.......................... 51
Certain Transactions................ 59
Principal Stockholders.............. 62
Description of Capital Stock........ 64
Shares Eligible for Future Sale..... 67
Outstanding Securities Covered by
this Prospectus................... 69
Legal Matters....................... 70
Experts............................. 70
Index to Financial Statements....... F-1
</TABLE>

------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
3,000,000 SHARES

[LOGO]

COMMON STOCK

--------------------
PROSPECTUS
--------------------

, 1998
------------------------------------------------------
------------------------------------------------------
<PAGE> 145

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Amended and Restated Certificate of Incorporation (the "Restated
Certificate") of the Company provides that a director will not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law (the "Delaware Law"), which concerns unlawful payments of
dividends, stock purchases or redemptions, or (iv) for any transaction from
which the director derived an improper personal benefit. If the Delaware Law is
subsequently amended to permit further limitation of the personal liability of
directors, the liability of a director of the Company will be eliminated or
limited to the fullest extent permitted by the Delaware Law as amended.

Section 145(a) of the Delaware Law provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of non contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

Section 145(b) of the Delaware Law states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit is brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of

II-1
<PAGE> 146

the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

Section 145(c) of the Delaware Law provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

Section 145(d) of the Delaware Law states that any indemnification under
subsections (a) and (b) of section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b). Such determination shall be made (i) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (ii) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

Section 145(e) of the Delaware Law provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in section 145. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.

Section 145(f) of the Delaware Law states that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of section 145 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

Section 145(g) of the Delaware Law provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of section 145.

Section 145(j) of the Delaware Law states that the indemnification and
advancement of expenses provided by, or granted pursuant to, section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such a person.

II-2
<PAGE> 147

Pursuant to Section 145 of the Delaware Law, the Registrant has purchased
insurance on behalf of its present and former directors and officers against any
liability asserted against or incurred by them in such capacity or arising out
of their status as such. The Company has entered into indemnification agreements
with each of its directors and officers providing for mandatory indemnification
and advancement of expenses to the maximum extent permitted by the Delaware Law.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

a. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- --------- -----------------------
<S> <C>
3.1* Amended and Restated Certificate of Incorporation of the
Company, in effect as of the date hereof
3.2* Amended and Restated By-laws of the Company, in effect as of
the date hereof
4.1* Form of Common Stock Certificate
5.1 Opinion of Shartsis, Friese & Ginsburg LLP
10.1++ + Revolving Credit Agreement, dated as of May 29, 1998,
between the Company and various banks represented by
BankBoston, N.A
10.2* 1997 Stock Option Plan
10.3* Form of Option Agreement(1)
10.4* Form of Warrant Agreement(2)
10.5* Warrant Agreement and related Anti-Dilution Agreement issued
to Imperial Bank
10.6* Warrant Agreement and related Anti-Dilution Agreement issued
to BankBoston, N.A
10.7* Form of Stock Purchase Agreement dated as of September 30,
1997(3)
10.8*+ Form of Second Amended and Restated Investors' Rights
Agreement dated as of September 30, 1997(3)
10.9* Employment Agreement among the Company, J. Bradford Bishop,
Frank W. Cutler, James N. Cutler, Jr. and Ronald J.
Mittelstaedt, dated as of October 1, 1997
10.10* First Amended Employment Agreement between the Company and
Darrell Chambliss, dated as of October 1, 1997
10.11* First Amended Employment Agreement between the Company and
Michael Foos, dated as of October 1, 1997
10.12* First Amended Employment Agreement between the Company and
Eric Moser, dated as of October 1, 1997
10.13* Employment Agreement between the Company and Steven Bouck,
dated as of February 1, 1998
10.14* Employment Agreement between the Company and Eugene V.
Dupreau, dated as of February 23, 1998
</TABLE>

II-3
<PAGE> 148

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- --------- -----------------------
<S> <C>
10.15* Employment Agreement between the Company and Charles B.
Youngclaus, dated as of February 23, 1998
10.16+* Purchase and Sale Agreement, dated as of September 29, 1997,
between Browning-Ferris Industries, Inc., Browning-Ferris,
Inc. and Browning-Ferris Industries of Idaho, Inc., as
Sellers, and the Company, Waste Connections of Idaho, Inc.
and Continental Paper Recycling, L.L.C. as Buyers
10.17+* Stock Purchase Agreement, dated as of January 26, 1998,
among the Company, Waste Connections of Idaho, Inc. and the
shareholders of Waste Connections of Idaho, Inc.
10.18+* Stock Purchase Agreement, dated as of February 4, 1998,
among the Company and the shareholders of Madera Disposal
Company, Inc.
10.19+* Asset Purchase Agreement, dated as of March 1, 1998, among
the Company, Waste Connections of Idaho, Inc., Hunter
Enterprises, Inc. and the shareholder of Hunter Enterprises,
Inc.
10.20* Form of Indemnification Agreement entered into by the
Company and each of its directors and officers
10.21+* Asset Purchase Agreement, dated as of April 8, 1998, between
the Company, Waste Connections of Wyoming, Inc., A-1
Disposal, Inc., David Jones and Thomas Fries
10.22+* Asset Purchase Agreement, dated as of April 8, 1998, between
the Company, Waste Connections of Wyoming, Inc. and
Gwendolyn L. Sullivan
10.23+* Stock Purchase Agreement, dated as of May 8, 1998, by and
among the Company, Sunshine Sanitation, Incorporated, Robert
E. Ewing and Sherry D. Ewing
10.24+* Stock Purchase Agreement, dated as of May 8, 1998, by and
among the Company, Sowers' Sanitation, Inc., James C. Sowers
and Mildred A. Sowers
10.25+* Stock Purchase Agreement, dated as of May 11, 1998, by and
among the Company, T&T Disposal, Inc. and Timothy Thomas
10.26+** Asset Purchase Agreement, dated as of June 1, 1998, by and
among the Company, Waste Connections of Utah, Inc.,
Contractor's Waste, L.C., and Brad Kitchen, Heath Johnston
and R. Scott McQuarrie
10.27+# Stock Purchase Agreement, dated as of June 5, 1998, by and
among the Company, B&B Sanitation, Inc., Red Carpet
Landfill, Inc., Darlin Equipment, Inc., Lyle J. Buller,
Larue A. Buller, the Lyle J. Buller Revocable Trust dated
10/11/96 and Larue A. Buller, Trustee of the Larue A. Buller
Revocable Trust dated 10/11/96
10.28++ Stock Purchase Agreement dated as of June 17, 1998, by and
among the Company, Arrow Sanitary Service, Inc., Steven
Giusto, Dennis Giusto, John Giusto, Michael Giusto and
Kenneth Giusto
10.29++ Stock Purchase Agreement dated as of June 25, 1998, by and
among the Company, Curry Transfer and Recycling, Oregon
Waste Technology, Petty H. Smart and A. Lewis Rucker
</TABLE>

II-4
<PAGE> 149

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- --------- -----------------------
<S> <C>
10.30++ + Purchase and Sale Agreement dated as of June 25, 1998, by
and between Petty H. Smart and the Company
10.31++ + Loan Agreement dated as of June 1, 1998, between Madera
Disposal Systems, Inc. and the California Pollution Control
Financing Authority
10.32++ Employment Agreement between the Company and David M. Hall,
dated as of July 8, 1998
10.33++ + Asset Purchase Agreement, dated as of July 27, 1998, by and
among the Company, Waste Connections of Utah, Inc., Miller
Containers, Inc., and Douglas L. Miller
10.34++ + Agreement and Plan of Merger, dated as of July 30, 1998, by
and among the Company, WCI Acquisition Corporation, Shrader
Refuse and Recycling Service Company, Duane E. Shrader,
Myrlen A. Shrader, Daniel L. Shrader, Mark S. Shrader,
Michael D. Shrader and Daren L. Shrader
10.35++ + Purchase and Sale Agreement dated as of July 31, 1998, by
and between Ambler Vincent Development Company and Shrader
Refuse and Recycling Service Company
10.36++ + Asset Purchase Agreement dated as of August 21, 1998, among
the Company, Waste Connection of Utah, Inc. and Joseph E.
Cunningham and Scott L. Helm
10.37++ + Asset Purchase Agreement, dated as of August 10, 1998, by
and among the Company, Waste Connections of Utah, Inc., ABC
Waste Inc., and David Boren
10.38++ Form of Investors' Rights Agreement, dated as of July 31,
1998(4)
10.39++ + Purchase Agreement, dated as of July 31, 1998, by and among
the Company, Waste Connections of Nebraska, Inc., J & J
Sanitation Inc., Big Red Roll Off Inc., Garry L. Jeffords,
Darin R. Mueller, Leslie J. Jeffords, Leland J. Jeffords,
Bradley Rowan, Great Plains Recycling, Inc., Roma L.
Jeffords, Kristie K. Mueller, Sheri L. Jeffords and Betty L.
Hargis
10.40+ Asset Purchase Agreement, dated as of September 18, 1998, by
and among the Company, Waste Connections of Nebraska, Inc.,
Affiliated Waste Services, L.L.C., Leroy's Sanitary Service,
Inc., Elden's Sanitary Service, Inc., Dennis' Sanitary
Service, Inc., LeRoy Hintz and Janice Hintz, Dennis J. Mrsny
and Mary Mrsny, and Elden W. Mrsny and Doris Mrsny
10.41+ Asset Purchase Agreement, dated as of September 9, 1998, by
and among the Company, Madera Disposal Systems, Inc. and
Charles B. Youngclaus
10.42+ Asset Purchase Agreement, dated as of September 21, 1998, by
and among the Company, Waste Connections of Utah, Inc.,
Country Garbage Service Inc., Jay Mecham, Karl Bankowski,
and Robert Lopez
10.43+ Asset Purchase Agreement, dated as of September 18, 1998, by
and among the Company, Waste Connections of Nebraska, Inc.,
Gary D. Wolff and Elizabeth L. Wolff
</TABLE>

II-5
<PAGE> 150

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- --------- -----------------------
<S> <C>
10.44+ Agreement and Plan of Merger, dated as of September 21,
1998, by and among the Company, WCI Acquisition Corporation,
Evergreen Waste Systems Inc., Keith H. Alexander and Todd D.
Alexander
10.45+ Asset Purchase Agreement, dated as of September 22, 1998, by
and among the Company, Curry Transfer & Recycling, Inc.,
Harrell's Septic, Ralph Hirt and Renate Hirt
10.46+ Asset Purchase Agreement, dated as of September 25, 1998, by
and among the Company, Curry Transfer & Recycling, Inc.,
Westlane Disposal, Loren Parker and Roberta Parker
21.1 Subsidiaries of the Registrant
23.1 Consent of Shartsis, Friese & Ginsburg LLP (included in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Grant Thornton LLP, Independent Auditors
23.4 Consent of Williams, Kastner & Gibbs PLLC
24.1 Power of Attorney (included in Part II of the Registration
Statement under the caption "Signatures")
</TABLE>

- ---------------
* Incorporated by reference to the exhibits filed with the Registrant's
Registration Statement on Form S-1, Registration No. 333-48029.

** Incorporated by reference to the exhibit filed with the Registrant's Form
8-K filed on June 15, 1998.

# Incorporated by reference to the exhibit filed with the Registrant's Form
8-K filed on June 22, 1998.

+ Incorporated by reference to the exhibit filed with the Registrant's Form
8-K filed on July 1, 1998.

++ Incorporated by reference to the exhibit filed with the Registrant's Form 8-K
filed on August 11, 1998.

+ Filed without exhibits and schedules (to be provided supplementally on
request of the Commission).

++ Incorporated by reference to the exhibits filed with the Registrant's
Registration Statement on Form S-4, Registration No. 333-59199.

(1) Pursuant to the 1997 Stock Option Plan, the Company issued options in this
form to the following officers of the Company (or in certain cases to an
entity controlled by such individual) for the number of shares of Common
Stock indicated: Darrell W. Chambliss (150,000); Michael R. Foos (150,000);
Ronald J. Mittelstaedt (100,000); Eric J. Moser (85,000); Steven F. Bouck
(200,000); Eugene V. Dupreau (10,000) and Charles B. Youngclaus (10,000).
The Company also issued options in this form to the following directors of
the Company: Michael W. Harlan (15,000); and William J. Razzouk (15,000).

(2) The Company issued warrants in this form to the following directors of the
Company (or in certain cases to an entity controlled by such individual) for
the number of shares of Common Stock indicated: James N. Cutler, Jr.
(247,000); J. Bradford Bishop (247,000); Ronald J. Mittelstaedt (100,000).
The Company also issued

II-6
<PAGE> 151

warrants in this form as follows: warrants to purchase 247,000 shares of
Common Stock to Board consultant Frank W. Cutler; warrants to purchase an
aggregate of 200,000 shares of Common Stock to the shareholders of Madera in
connection with the Company's acquisition of Madera; warrants to purchase
66,794 shares of Common Stock to four consultants to the Company; and
warrants to purchase 50,000 shares of Common Stock to Steven Bouck.

(3) Each purchaser of shares in the Company's September 1997 private placement
of 2,300,000 shares of Common Stock and 2,499,998 shares of Series A
Preferred Stock entered into a Stock Purchase Agreement and an Investors'
Rights Agreement in these forms with respect to the shares purchased.
Subsequent holders of the Company's Common Stock have also become parties to
the Investors' Rights Agreement.

(4) Each of the selling shareholders of Shrader Refuse and Recycling Service
Company is a party to this Investors' Rights Agreement.

b. FINANCIAL STATEMENT SCHEDULE.

The following Financial Statement Schedule is filed herewith and made a part
hereof:

Schedule II -- Valuation and Quantifying Accounts.

All other schedules for which provision is made in the applicable accounting
regulations of the Commission are not required under the related instructions or
are inapplicable, and therefore have been omitted.

ITEM 22. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report

II-7
<PAGE> 152

pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

The undersigned Registrant hereby undertakes that prior to any public reoffering
of the securities registered hereunder through use of a prospectus which is part
of this Registration Statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), such reoffering prospectus will
contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.

The undersigned Registrant undertakes that every prospectus that (i) is filed
pursuant to the immediately preceding paragraph, or (ii) purports to meet the
requirements of section 10(a)(3) of the Securities Act of 1933 and is used in
connection with an offering of securities subject to Rule 415, will be filed as
part of an amendment to the Registration Statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1993 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1993 and will be governed by the
final adjudication of such issue.

The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective, except where
the transaction in which the securities being offered pursuant to this
Registration Statement would be exempt from registration (but for the
possibility of integration) and which have an immaterial effect on the
Registrant.

II-8
<PAGE> 153

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Roseville, State of
California, on October 13, 1998.

WASTE CONNECTIONS, INC.

By: /s/ RONALD J. MITTELSTAEDT
------------------------------------------
Ronald J. Mittelstaedt
President, Chief Executive Officer and
Chairman

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates set forth opposite their
names. Each person whose signature appears below hereby appoints Ronald J.
Mittelstaedt and Steven F. Bouck and each of them, each of whom may act without
joinder of the other, as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to execute in the name and on behalf of
each such person any amendment or any post-effective amendment to this
Registration Statement, and any registration statement relating to any offering
made in connection with the offering covered by this Registration Statement that
is to be effective on filing pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing appropriate or necessary to be done, as fully and for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on October 13, 1998.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ RONALD J. MITTELSTAEDT President, Chief October 13, 1998
- ------------------------------------------------ Executive Officer and
Ronald J. Mittelstaedt Chairman

/s/ EUGENE V. DUPREAU Director and Vice October 13, 1998
- ------------------------------------------------ President -- Madera
Eugene V. Dupreau

/s/ MICHAEL W. HARLAN Director October 13, 1998
- ------------------------------------------------
Michael W. Harlan

/s/ WILLIAM J. RAZZOUK Director October 13, 1998
- ------------------------------------------------
William J. Razzouk

/s/ STEVEN F. BOUCK Executive Vice President October 13, 1998
- ------------------------------------------------ and Chief Financial
Steven F. Bouck Officer

/s/ MICHAEL R. FOOS Vice President and October 13, 1998
- ------------------------------------------------ Corporate Controller
Michael R. Foos
</TABLE>

II-9
<PAGE> 154

WASTE CONNECTIONS, INC. AND PREDECESSORS

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
ADDITIONS
----------------------- DEDUCTIONS
BALANCE AT CHARGED TO CHARGED TO (WRITE-OFFS, BALANCE
BEGINNING COSTS AND OTHER NET OF AT END
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS COLLECTIONS) OF PERIOD
----------- ---------- ---------- ---------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Deducted from asset accounts:
Allowance for doubtful accounts:
Fibres International, Inc.:
January 1, 1995 through
November 30, 1995......... $ 18 $ 10 $-- $ -- $ 28
The Disposal Group Combined:
Year ended December 31,
1995...................... 73 139 -- (99) 113
Period from January 1, 1996
through July 31, 1996..... 113 72 -- (94) 91
Predecessors Combined:
One month ended December 31,
1995...................... 28 -- -- -- 28
Period ended December 31,
1996...................... 28 61 -- (8) 81
Nine months ended September
30, 1997.................. 81 139 -- (97) 123
Waste Connections, Inc.:
Period from inception
(September 9, 1997)
through December 31,
1997...................... -- 19 -- -- 19
</TABLE>
<PAGE> 155

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBITS NUMBER
- --------- ----------------------- ------
<C> <S> <C>
3.1* Amended and Restated Certificate of Incorporation of the
Company, in effect as of the date hereof.................
3.2* Amended and Restated By-laws of the Company, in effect as
of the date hereof.......................................
4.1* Form of Common Stock Certificate.........................
5.1 Opinion of Shartsis, Friese & Ginsburg LLP...............
10.1++ + Revolving Credit Agreement, dated as of May 29, 1998,
between the Company and various banks represented by
BankBoston, N.A..........................................
10.2* 1997 Stock Option Plan...................................
10.3* Form of Option Agreement(1)..............................
10.4* Form of Warrant Agreement(2).............................
10.5* Warrant Agreement and related Anti-Dilution Agreement
issued to Imperial Bank..................................
10.6* Warrant Agreement and related Anti-Dilution Agreement
issued to BankBoston, N.A................................
10.7* Form of Stock Purchase Agreement dated as of September
30, 1997(3)..............................................
10.8*+ Form of Second Amended and Restated Investors' Rights
Agreement dated as of September 30, 1997(3)..............
10.9* Employment Agreement among the Company, J. Bradford
Bishop, Frank W. Cutler, James N. Cutler, Jr. and Ronald
J. Mittelstaedt, dated as of October 1, 1997.............
10.10* First Amended Employment Agreement between the Company
and Darrell Chambliss, dated as of October 1, 1997.......
10.11* First Amended Employment Agreement between the Company
and Michael Foos, dated as of October 1, 1997............
10.12* First Amended Employment Agreement between the Company
and Eric Moser, dated as of October 1, 1997..............
10.13* Employment Agreement between the Company and Steven
Bouck, dated as of February 1, 1998......................
10.14* Employment Agreement between the Company and Eugene V.
Dupreau, dated as of February 23, 1998...................
10.15* Employment Agreement between the Company and Charles B.
Youngclaus, dated as of February 23, 1998................
10.16+* Purchase and Sale Agreement, dated as of September 29,
1997, between Browning-Ferris Industries, Inc.,
Browning-Ferris, Inc. and Browning-Ferris Industries of
Idaho, Inc., as Sellers, and the Company, Waste
Connections of Idaho, Inc. and Continental Paper
Recycling, L.L.C. as Buyers..............................
</TABLE>
<PAGE> 156

<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBITS NUMBER
- --------- ----------------------- ------
<C> <S> <C>
10.17+* Stock Purchase Agreement, dated as of January 26, 1998,
among the Company, Waste Connections of Idaho, Inc. and
the shareholders of Waste Connections of Idaho, Inc. ....
10.18+* Stock Purchase Agreement, dated as of February 4, 1998,
among the Company and the shareholders of Madera Disposal
Company, Inc. ...........................................
10.19+* Asset Purchase Agreement, dated as of March 1, 1998,
among the Company, Waste Connections of Idaho, Inc.,
Hunter Enterprises, Inc. and the shareholder of Hunter
Enterprises, Inc. .......................................
10.20* Form of Indemnification Agreement entered into by the
Company and each of its directors and officers...........
10.21+* Asset Purchase Agreement, dated as of April 8, 1998,
between the Company, Waste Connections of Wyoming, Inc.,
A-1 Disposal, Inc., David Jones and Thomas Fries.........
10.22+* Asset Purchase Agreement, dated as of April 8, 1998,
between the Company, Waste Connections of Wyoming, Inc.
and Gwendolyn L. Sullivan................................
10.23+* Stock Purchase Agreement, dated as of May 8, 1998, by and
among the Company, Sunshine Sanitation, Incorporated,
Robert E. Ewing and Sherry D. Ewing......................
10.24+* Stock Purchase Agreement, dated as of May 8, 1998, by and
among the Company, Sowers' Sanitation, Inc., James C.
Sowers and Mildred A. Sowers.............................
10.25+* Stock Purchase Agreement, dated as of May 11, 1998, by
and among the Company, T&T Disposal, Inc. and Timothy
Thomas...................................................
10.26+** Asset Purchase Agreement, dated as of June 1, 1998, by
and among the Company, Waste Connections of Utah, Inc.,
Contractor's Waste, L.C., and Brad Kitchen, Heath
Johnston and R. Scott McQuarrie..........................
10.27+# Stock Purchase Agreement, dated as of June 5, 1998, by
and among the Company, B&B Sanitation, Inc., Red Carpet
Landfill, Inc., Darlin Equipment, Inc., Lyle J. Buller,
Larue A. Buller, the Lyle J. Buller Revocable Trust dated
10/11/96 and Larue A. Buller, Trustee of the Larue A.
Buller Revocable Trust dated 10/11/96....................
10.28++ Stock Purchase Agreement dated as of June 17, 1998, by
and among the Company, Arrow Sanitary Service, Inc.,
Steven Giusto, Dennis Giusto, John Giusto, Michael Giusto
and Kenneth Giusto.......................................
10.29++ Stock Purchase Agreement dated as of June 25, 1998, by
and among the Company, Curry Transfer and Recycling,
Oregon Waste Technology, Petty H. Smart and A. Lewis
Rucker...................................................
10.30++ + Purchase and Sale Agreement dated as of June 25, 1998, by
and between Petty H. Smart and the Company...............
</TABLE>
<PAGE> 157

<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBITS NUMBER
- --------- ----------------------- ------
<C> <S> <C>
10.31++ + Loan Agreement dated as of June 1, 1998, between Madera
Disposal Systems, Inc. and the California Pollution
Control Financing Authority..............................
10.32++ Employment Agreement between the Company and David M.
Hall, dated as of July 8, 1998...........................
10.33++ + Asset Purchase Agreement, dated as of July 27, 1998, by
and among the Company, Waste Connections of Utah, Inc.,
Miller Containers, Inc., and Douglas L. Miller...........
10.34++ + Agreement and Plan of Merger, dated as of July 30, 1998,
by and among the Company, WCI Acquisition Corporation,
Shrader Refuse and Recycling Service Company, Duane E.
Shrader, Myrlen A. Shrader, Daniel L. Shrader, Mark S.
Shrader, Michael D. Shrader and Daren L. Shrader.........
10.35++ + Purchase and Sale Agreement dated as of July 31, 1998, by
and between Ambler Vincent Development Company and
Shrader Refuse and Recycling Service Company.............
10.36++ + Asset Purchase Agreement dated as of August 21, 1998,
among the Company, Waste Connection of Utah, Inc. and
Joseph E. Cunningham and Scott L. Helm...................
10.37++ + Asset Purchase Agreement, dated as of August 10, 1998, by
and among the Company, Waste Connections of Utah, Inc.,
ABC Waste Inc., and David Boren..........................
10.38++ Form of Investors' Rights Agreement, dated as of July 31,
1998(4)..................................................
10.39++ + Purchase Agreement, dated as of July 31, 1998, by and
among the Company, Waste Connections of Nebraska, Inc., J
& J Sanitation Inc., Big Red Roll Off Inc., Garry L.
Jeffords, Darin R. Mueller, Leslie J. Jeffords, Leland J.
Jeffords, Bradley Rowan, Great Plains Recycling, Inc.,
Roma L. Jeffords, Kristie K. Mueller, Sheri L. Jeffords
and Betty L. Hargis......................................
10.40+ Asset Purchase Agreement, dated as of September 18, 1998,
by and among the Company, Waste Connections of Nebraska,
Inc., Affiliated Waste Services, L.L.C., Leroy's Sanitary
Service, Inc., Elden's Sanitary Service, Inc., Dennis'
Sanitary Service, Inc., LeRoy Hintz and Janice Hintz,
Dennis J. Mrsny and Mary Mrsny, and Elden W. Mrsny and
Doris Mrsny..............................................
10.41+ Asset Purchase Agreement, dated as of September 9, 1998,
by and among the Company, Madera Disposal Systems, Inc.
and Charles B. Youngclaus................................
10.42+ Asset Purchase Agreement, dated as of September 21, 1998,
by and among the Company, Waste Connections of Utah,
Inc., Country Garbage Service Inc., Jay Mecham, Karl
Bankowski, and Robert Lopez..............................
</TABLE>
<PAGE> 158

<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBITS NUMBER
- --------- ----------------------- ------
<C> <S> <C>
10.43+ Asset Purchase Agreement, dated as of September 18, 1998,
by and among the Company, Waste Connections of Nebraska,
Inc., Gary D. Wolff and Elizabeth L. Wolff...............
10.44+ Agreement and Plan of Merger, dated as of September 21,
1998, by and among the Company, WCI Acquisition
Corporation, Evergreen Waste Systems Inc., Keith H.
Alexander and Todd D. Alexander..........................
10.45+ Asset Purchase Agreement, dated as of September 22, 1998,
by and among the Company, Curry Transfer & Recycling,
Inc., Harrell's Septic, Ralph Hirt and Renate Hirt.......
10.46+ Asset Purchase Agreement, dated as of September 25, 1998,
by and among the Company, Curry Transfer & Recycling,
Inc., Westlane Disposal, Loren Parker and Roberta
Parker...................................................
21.1 Subsidiaries of the Registrant...........................
23.1 Consent of Shartsis, Friese & Ginsburg LLP (included in
Exhibit 5.1).............................................
23.2 Consent of Ernst & Young LLP, Independent Auditors.......
23.3 Consent of Grant Thornton LLP, Independent Auditors......
23.4 Consent of Williams, Kastner & Gibbs PLLC................
24.1 Power of Attorney (included in Part II of the
Registration Statement under the caption "Signatures")...
</TABLE>

- ---------------
* Incorporated by reference to the exhibits filed with the Registrant's
Registration Statement on Form S-1, Registration No. 333-48029.

** Incorporated by reference to the exhibit filed with the Registrant's Form
8-K filed on June 15, 1998.

# Incorporated by reference to the exhibit filed with the Registrant's Form
8-K filed on June 22, 1998.

+ Incorporated by reference to the exhibit filed with the Registrant's Form
8-K filed on July 1, 1998.

++ Incorporated by reference to the exhibit filed with the Registrant's Form 8-K
filed on August 11, 1998.

+ Filed without exhibits and schedules (to be provided supplementally on
request of the Commission).

++ Incorporated by reference to the exhibits filed with the Registrant's
Registration Statement on Form S-4, Registration no. 333-59199.

<PAGE> 1

EXHIBIT 5.1

October 13, 1998

Waste Connections, Inc.
2260 Douglas Boulevard, Suite 280
Roseville, California 95661

Ladies and Gentlemen:

We have acted as counsel for Waste Connections, Inc. (the "Company") in
connection with its Registration Statement on Form S-4 filed on October 13,
1998, with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to up to 3,000,000 shares of the Company's Common
Stock, $0.01 par value, to be sold by the Company. We are of the opinion that
the shares being so registered for sale have been duly authorized and, when sold
and delivered as contemplated in such Registration Statement, will be validly
issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to such Registration Statement.

Very truly yours,

SHARTSIS, FRIESE & GINSBURG
LLP

By /s/ Carolyn S. Reiser
Carolyn S. Reiser

<PAGE> 1
Exhibit 10.40

ASSET PURCHASE AGREEMENT

Dated as of September 18, 1998, by and among

Waste Connections, Inc.,
Waste Connections of Nebraska, Inc.
Affiliated Waste Services, L.L.C.,
Leroy's Sanitary Service, Inc.,
Elden's Sanitary Service, Inc.
Dennis' Sanitary Service, Inc.
LeRoy Hintz and Janice Hintz,
Dennis J. Mrsny and Mary Mrsny
and
Elden W. Mrsny and Doris Mrsny

<PAGE> 2

TABLE OF CONTENTS

1. PURCHASE AND SALE OF ASSETS......................................................... 1
1.1. Sale and Transfer of Assets................................................. 1
1.2. Assumption by Buyer of Certain Contracts.................................... 2
1.3. Excluded Liabilities........................................................ 2
1.4. Purchase Price.............................................................. 3
1.5. Payment of Purchase Price................................................... 3
1.6. Certain Taxes............................................................... 3
1.7. Allocation of Purchase Price................................................ 3
1.8. Prorations.................................................................. 3

2. CLOSING TIME AND PLACE.............................................................. 4

3. REPRESENTATIONS AND WARRANTIES OF SELLER, THE MEMBERS
AND THE SHAREHOLDERS................................................................ 4
3.1. Standing and Authority for the Business..................................... 4
3.2. All Assets Being Acquired................................................... 4
3.3. Authority for Agreement..................................................... 4
3.4. No Breach or Default........................................................ 5
3.5. [INTENTIONALLY OMITTED]........................................................ 5
3.6. Liabilities................................................................. 5
3.7. Conduct of the Business..................................................... 5
3.8. Permits and Licenses........................................................ 6
3.9. Affiliate................................................................... 6
3.10. Fixed Assets and Facility Property.......................................... 6
3.11. [INTENTIONALLY OMITTED.].................................................... 7
3.12. Assumed Contracts and Agreements; Adverse Restrictions...................... 7
3.13. Personnel................................................................... 7
3.14. Benefit Plans and Union Contracts........................................... 7
3.15. Taxes....................................................................... 8
3.16. Copies Complete; Consents and Approvals..................................... 8
3.17. Customers, Billings, Current Receipts and Receivables....................... 8
3.18. [INTENTIONALLY OMITTED]..................................................... 9
3.19. Closing Date Debt........................................................... 9
3.20. Compliance With Laws........................................................ 9
3.21. Patents, Trademarks, Trade Names, etc....................................... 9
3.22. [INTENTIONALLY OMITTED.].................................................... 9
3.23. Suppliers and Customers..................................................... 9
3.24. Absence of Certain Business Practices....................................... 10
3.25. Disclosure Schedules........................................................ 10

</TABLE>

<PAGE> 3

3.26. No Misleading Statements.................................................... 10
3.27. Accurate and Complete Records............................................... 10
3.28. Knowledge................................................................... 10
3.29. Brokers; Finders............................................................ 10

4. REPRESENTATIONS AND WARRANTIES OF WCI AND BUYER..................................... 11
4.1. Existence and Good Standing................................................. 11
4.2. No Contractual Restrictions................................................. 11
4.3. Authorization of Agreement.................................................. 11
4.4. No Misleading Statements.................................................... 11
4.5. Brokers; Finders............................................................ 12

5. CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE................................ 12
5.1. Representations and Warranties.............................................. 12
5.2. Conditions.................................................................. 12
5.3. No Material Adverse Change.................................................. 12
5.4. No Litigation............................................................... 12
5.5. Other Deliveries............................................................ 12
5.6. Consents to Transfer; Governmental Approvals................................ 12
5.7. Release of Security Interests............................................... 12
5.8. Bulk Sales Compliance....................................................... 13

6. CONDITIONS PRECEDENT TO OBLIGATION OF SELLER TO CLOSE............................... 13
6.1. Representations and Warranties.............................................. 13
6.2. Conditions.................................................................. 13
6.3. No Litigation............................................................... 13
6.4. Other Deliveries............................................................ 13
6.5. Consents to Transfer; Governmental Approvals................................ 13

7. CLOSING DELIVERIES.................................................................. 13
7.1. Buyer's Deliveries.......................................................... 14
7.2. Seller's Deliveries......................................................... 14

8. ADDITIONAL COVENANTS OF WCI, BUYER, SELLER AND THE
MEMBERS AND THE SHAREHOLDERS........................................................ 15
8.1. Confidentiality............................................................. 15
8.2. Professional, Brokers and Finders Fees...................................... 15
8.3. Payments Received After Closing Date........................................ 15
8.4. Books and Records........................................................... 15

9. INDEMNIFICATION..................................................................... 15
9.1. Indemnity by Seller, the Members and the Shareholders....................... 15

</TABLE>

<PAGE> 4

9.2. Limitations on Seller's and the Members' and Shareholders' Indemnities...... 16
9.3. Indemnity by WCI............................................................ 17
9.4. Limitations on WCI's Indemnities............................................ 17
9.5. Notice of Indemnity Claim................................................... 18
9.6. Survival of Representations, Warranties and Agreements...................... 19
9.7. No Exhaustion of Remedies or Subrogation; Right of Set Off.................. 19

10. OTHER POST-CLOSING COVENANTS OF SELLER, THE MEMBERS, THE
SHAREHOLDERS, WCI AND BUYER......................................................... 20
10.1. Restrictive Covenants....................................................... 20
10.2. Rights and Remedies Upon Breach............................................. 21

11. EXCLUSIVE NEGOTIATIONS.............................................................. 23

12. GENERAL............................................................................. 23
12.1. Additional Conveyances...................................................... 23
12.2. Assignment.................................................................. 23
12.3. [INTENTIONALLY OMITTED.].................................................... 23
12.4. Counterparts................................................................ 23
12.5. Notices..................................................................... 23
12.6. Attorneys' Fees............................................................. 24
12.7. Applicable Law.............................................................. 24
12.8. Payment of Fees and Expenses................................................ 24
12.9. Incorporation by Reference.................................................. 24
12.10. Captions.................................................................... 24
12.11. Number and Gender of Words.................................................. 24
12.12. Entire Agreement............................................................ 25
12.13. Waiver...................................................................... 25
12.14. Construction................................................................ 25

13. GLOSSARY............................................................................ 25

</TABLE>

iii

<PAGE> 5

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of September 18, 1998, entered into
by and among Waste Connections, Inc., a Delaware corporation ("WCI"), Waste
Connections of Nebraska, Inc., a Delaware corporation ("BUYER"), Affiliated
Waste Services, L.L.C., a Nebraska limited liability company ("SELLER"), Leroy's
Sanitary Service, Inc., a Nebraska subchapter S corporation, Elden's Sanitary
Service, Inc., a Nebraska subchapter S corporation and Dennis' Sanitary Service,
Inc., a Nebraska subchapter S corporation (the "MEMBERS"), and LeRoy Hintz and
Janice Hintz, husband and wife, Dennis J. Mrsny and Mary Mrsny, husband and
wife, and Elden W. Mrsny and Doris Mrsny, husband and wife (the "SHAREHOLDERS").

WHEREAS, Seller is engaged in the collection and transport of solid
waste in the City of Norfolk, Nebraska (the "BUSINESS");

WHEREAS, the Members own all of the membership interests of the Seller
and the respective Shareholders own all of the issued and outstanding capital of
the respective Members; and

WHEREAS, Buyer wishes to purchase, and Seller wishes to sell,
substantially all of the assets, properties, rights, privileges and interests
owned leased, held or used by Seller in connection with the operation of the
Business except certain nonbusiness related assets.

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. PURCHASE AND SALE OF ASSETS.

1.1. SALE AND TRANSFER OF ASSETS. Subject to and in accordance
with the terms and conditions of this Agreement, at the Closing on the Closing
Date (as defined below) Seller shall convey, transfer, deliver and assign to
Buyer, and Buyer shall accept from Seller all of the assets, rights, privileges
and interests, tangible, intangible, real, personal or mixed, and wherever
located, now or hereafter owned, leased, held or used primarily in connection
with the ownership, operation and management of the Business, including without
limitation (collectively, the "ASSETS"):

(a) the trucks, containers, operating machinery and
equipment, processing equipment, shop tools, parts, supplies,
accessories, inventory, physical assets and other tangible personal
property used primarily in connection with the ownership, operation and
management of the Business (the "FIXED ASSETS");

(b) all of Seller's right, title and interest in and to
contracts, leases, agreements, customer accounts (but not accounts
receivable), commitments and

<PAGE> 6

arrangements specifically identified in Schedule 1.1(b) as contracts
contemplated to be assumed by Buyer pursuant to this Agreement (the
"ASSUMED CONTRACTS");

(c) all permits, licenses, titles (including motor
vehicle titles and current registrations), fuel permits, zoning and land
use approvals and authorizations, including, without limitation, any
conditional or special use approvals or zoning variances, occupancy
permits, and any other similar documents from any and all governmental
authorities constituting a material authorization or entitlement or
otherwise material to the operation or management of the Business owned
by, issued to, or held by or otherwise benefiting Seller as are
transferable by their respective terms (the "GOVERNMENTAL PERMITS");

(d) all customer lists of Seller relating to the
Business;

(e) Seller's right, title and interest in and to the
logos, trade names, fictitious business names and service marks used by
Seller, including without limitation, any right the Seller may have to
use the name "Affiliated Waste";

(f) the goodwill of the Business;

(g) all guarantees, warranties, indemnities and similar
rights in favor of Seller with respect to any of the Assets and all
books and records primarily used in connection with the operation of the
Business; and

(h) All operating and financial records relating to the
Business, including without limitation all ledgers, books of account,
depreciation schedules, inventory information, copies of records
relating to payables and receivables, cancelled checks, bank statements,
equipment records, maintenance records, disposal records and information
concerning customers.

Notwithstanding the foregoing, Buyer shall not acquire any interest in the cash,
accounts receivable or accounts payable of the Seller as of the Closing Date,
nor shall Buyer acquire any of the assets listed on Schedule 3.2 (the "EXCLUDED
ASSETS").

1.2. ASSUMPTION BY BUYER OF CERTAIN CONTRACTS. Buyer hereby
assumes and agrees to pay, perform and discharge, from and after the Closing,
(i) all of the Closing Date Debt (as defined below) and (ii) all of the
obligations, liabilities and commitments of Seller accruing from and after the
Closing under or with respect to each Assumed Contract, but not including any
obligation or liability for any breach thereof occurring prior to the Closing.

1.3. EXCLUDED LIABILITIES. Except as expressly set forth herein,
Buyer shall not assume or be bound by any other duties, responsibilities,
obligations, indebtedness or other liabilities of Seller or to which Seller or
any of the Assets or the Business may be bound or affected, of whatever kind or
nature, whether known, unknown, contingent or otherwise, arising

<PAGE> 7

before, on or after the Closing Date (including without limitation trade
payables and taxes arising from the operation of the Business prior to the
Closing or to the sale of the Assets) (the "EXCLUDED LIABILITIES") except, as to
obligations and liabilities arising after the Closing only, those obligations
and liabilities expressly assumed by Buyer pursuant to Section 1.2.

1.4. PURCHASE PRICE. The purchase price (the "PURCHASE PRICE")
for the Assets shall be an amount equal to Two Million One Hundred Fifty
Thousand Dollars ($2,150,000), minus the Closing Date Debt (as defined in
Section 3.19). The Purchase Price shall be paid as provided in Section 1.5. The
cash portion of the Purchase Price paid at the Closing will be based on Schedule
3.19 as delivered at the Closing, which the parties understand will include only
estimates of the Closing Date Debt. Within 30 days after the Closing Date, Buyer
will determine the actual Closing Date Debt and will advise Seller of such
actual amount. If the Purchase Price increases, Buyer will promptly pay any
additional amount due to Seller in cash; if the Purchase Price declines, Seller
will promptly repay any amount due to Buyer in cash.

1.5. PAYMENT OF PURCHASE PRICE. The Purchase Price shall be
payable as follows: (i) One Million Six Hundred Fifty Thousand Dollars
($1,650,000), minus the Closing Date Debt, shall be paid in cash to the Seller
at the Closing by wire transfer; (ii) WCI shall pay the Closing Date Debt by
wire transfer to the holders of such debt; and (iii) WCI shall deliver to the
Seller a number of shares (the "SHARES") of WCI's Common Stock, $0.01 par value
("WCI STOCK") in an amount equal to five hundred thousand dollars ($500,000)
divided by the Average Closing Price (as hereinafter defined). The Average
Closing Price (the "AVERAGE CLOSING PRICE") is the average of the closing price
of WCI Stock as quoted on the NASDAQ Stock Market for the three (3) successive
trading days for which a closing price is quoted ending on the second trading
day prior to the Closing Date (as hereinafter defined). The Average Closing
Price and the number of shares of WCI Stock to be delivered at the Closing shall
be appropriately adjusted in the event of any change in WCI Stock between the
first day for which a closing price is quoted in determining the Average Closing
Price and the Closing Date, including without limitation any stock dividend,
stock split, reverse stock split, recapitalization, reorganization, merger or
consolidation. WCI shall not be obligated to issue any fractional share equal to
the Average Closing Price multiplied by the fraction of a share of WCI Stock
that would otherwise be issued.

1.6. CERTAIN TAXES. Buyer and Seller shall each pay one-half of
any and all sales, use, excise, transfer and conveyance taxes payable or
assessable in connection with or as a result of the transfer of the Assets under
the terms of this Agreement and the transactions contemplated hereby or as
otherwise provided by law, except that the Buyer shall pay all of the sales,
use, excise, transfer and conveyance taxes on the vehicles transferred. Buyer
shall not be responsible for any business, occupation, withholding, possessory
interest or similar tax or assessment or any other tax or fee of any kind
relating to any period on or prior to the Closing Date with respect to Seller,
the Assets or the ownership, operation or management of the Business.

1.7. ALLOCATION OF PURCHASE PRICE. The parties hereto agree that
Fifteen

<PAGE> 8

Thousand Dollars ($15,000) of the Purchase Price shall be allocated to the
covenant not to compete described in Section 10.1(a).

1.8. PRORATIONS. On the Closing Date, or as promptly as
practicable following the Closing Date, but in no event later than 90 days
thereafter, the personal property taxes, water, gas, electricity and other
utilities, local business or other license fees or taxes, merchants' association
dues and other similar periodic charges payable with respect to the Assets or
the Business shall be prorated between Buyer and Seller effective as of the
Closing Date. To the extent practicable, utility meter readings for the
Facilities shall be determined as of the Closing Date. The Seller's prorated
share of the personal property taxes shall be payable notwithstanding the fact
that such tax may become payable after the Closing Date, and such tax shall be
paid to Buyer or the appropriate taxing authority on or prior to the date on
which such tax becomes due.

2. CLOSING TIME AND PLACE

Subject to the terms and conditions of this Agreement, the closing of
the transactions contemplated herein (the "CLOSING") shall take place concurrent
with the execution of this Agreement or on such later date (the "CLOSING DATE")
within ten days after the consents required by Section 5.6 have been obtained as
Buyer and Seller shall agree through an exchange of consideration and signed
documents using overnight courier service. At the Closing, Buyer and Seller
shall deliver to each other the documents, instruments and other items described
in Section 7 of this Agreement. For tax and financial reporting purposes, the
Closing will be deemed effective September 1, 1998.

3. REPRESENTATIONS AND WARRANTIES OF SELLER, THE MEMBERS
AND THE SHAREHOLDERS

Seller, the Members and the Shareholders, jointly and severally, (i)
represent and warrant that each of the following representations and warranties
is true as of the date hereof, and (ii) agree that such representations and
warranties shall survive the Closing for the periods specified herein.

3.1. STANDING AND AUTHORITY FOR THE BUSINESS. Seller is duly
organized, validly existing and in good standing under the laws of the State of
Nebraska, and has full power and authority to own and lease the Assets and to
carry on the Business as now conducted. Seller is not required to be qualified
or licensed to conduct business as a foreign company in any other jurisdiction.

3.2. ALL ASSETS BEING ACQUIRED. The Assets being acquired by
Buyer hereunder constitute all of the assets of Seller used and necessary to
conduct and operate the Business as presently conducted and operated (other than
certain assets described at the end of Section 1.1 or set forth on Schedule 3.2,
which are the Excluded Assets).

<PAGE> 9

3.3. AUTHORITY FOR AGREEMENT. Seller and each of the Members and
Shareholders have full right, power and authority to enter into this Agreement
and to perform its, his or her obligations hereunder. The execution and delivery
of this Agreement by Seller has been duly authorized by its managers, members
and their respective shareholders, officers and directors. This Agreement has
been duly and validly executed and delivered by Seller and each of the Members
and Shareholders and, subject to the due authorization, execution and delivery
by WCI and Buyer, constitutes the legal, valid and binding obligation of Seller
and each of the Members and Shareholders, enforceable against Seller and each of
the Members and the Shareholders in accordance with its terms.

3.4. NO BREACH OR DEFAULT. Except as disclosed on Schedule 3.4,
the execution and delivery by Seller and each of the Members and Shareholders of
this Agreement, and the consummation by Seller and each of the Members and
Shareholders of the transactions contemplated hereby, will not after the giving
of notice, or the lapse of time or otherwise:

(a) result in the breach of any of the terms or
conditions of, or constitute a default under, or allow for the
acceleration or termination of, or in any manner release any party from
any obligation under, any mortgage, lease, note, bond, indenture, or
material contract, agreement, license or other instrument or obligation
of any kind or nature to which Seller or any of the Members or
Shareholders is a party, or by which Seller or the Assets, are or may be
bound or affected; or

(b) violate any law or any order, writ, injunction or
decree of any court, administrative agency or governmental authority, or
require the approval, consent or permission of any governmental or
regulatory authority;

(d) violate any agreements to which Seller or any
Member or Shareholder is a party relating to the Assets and the
Business.

3.5. INTENTIONALLY OMITTED.

3.6. LIABILITIES. There are no material liabilities related to
the Assets or the Business, except those described on Schedule 3.6, Part I
hereto. There are no claims, suits or proceedings pending against the Seller
relating to the Business or the Assets, except those described on Schedule 3.6,
Part II hereof. There are no liens, claims, or encumbrances secured by any of
the Assets, except those listed on Schedule 3.6, Part III hereof.

3.7. CONDUCT OF THE BUSINESS. Except as set forth on Schedule
3.7, since the Balance Sheet Date and prior to the date hereof:

(a) The Business has been conducted only in the
ordinary course;

<PAGE> 10

and

(b) There has been no change in Seller's financial
condition, the Assets, liabilities (contingent or otherwise), income or
operations of Seller relating to the Business other than changes in the
ordinary course of business, none of which either singly or in the
aggregate has been materially adverse, or which could have a material
adverse effect on the financial condition, Assets, liabilities
(contingent or otherwise), income or operations of the Business.

3.8. PERMITS AND LICENSES.

(a) No permits, licenses, franchises, titles (except
the motor vehicle titles and current registration certificates, copies
of which are attached hereto as Schedule 3.8(a)) or any other similar
documents are necessary to operate the Business as it is currently
conducted or to use the Assets as they are currently used, and the
Seller has no such permits.

(b) As Schedule 3.8(b), Seller has delivered to Buyer:
(i) all records, notifications, reports, permit and license
applications, engineering and geologic studies, and environmental impact
reports, tests or assessments (collectively, "RECORDS, NOTIFICATIONS AND
REPORTS") that (A) are material to the operation of the Business, or (B)
relate to the discharge or release of materials into the environment
and/or the handling or transportation of waste materials or hazardous or
toxic substances or otherwise relate to the protection of the public
health or the environment, or (C) were filed with or submitted to
appropriate governmental agencies during the past five years by Seller
or their agents, and (ii) all material notifications from such
governmental agencies to Seller or their agents in response to or
relating to any of such Records, Notifications and Reports.

3.9. AFFILIATE. For purposes of this Agreement, the term
"AFFILIATE" means, with respect to any person, any person that directly or
indirectly through one or more intermediaries controls, or is controlled by, or
is under common control with such person, and in the case of Seller includes
directors and officers, in the case of individuals includes the individual's
spouse, father, mother, grandfather, grandmother, brothers, sisters, children
and grandchildren, and in the case of a trust includes the grantors, trustees
and beneficiaries of the trust.

6
<PAGE> 11

3.10. FIXED ASSETS AND FACILITY PROPERTY.

(a) The Assets constitute substantially all the assets
(other than the Excluded Assets) of Seller used in the Business. Except
as described on Schedule 3.10(a), all of Seller's containers, vehicles,
machinery and equipment necessary for the operation of the Business are
in good working order and condition, normal wear and tear excepted, and
all of the motor vehicles and other rolling stock of Seller is in
material compliance with all applicable laws, rules and regulations. All
such vehicles, machinery and equipment are substantially fit for the
purposes for which they are utilized and are free from defects which
could cause them to fail.

(b) Seller has good, valid and marketable title to the
Assets, free of any encumbrance or charge of any kind except: (i) liens
for current taxes not yet due; and (ii) minor imperfections of title and
encumbrances, if any, that are not substantial in amount, do not
materially detract from the value of the property subject thereto, do
not materially impair the value of the Business or the Assets, and have
arisen only in the ordinary course of business and consistent with past
practice. Neither the Seller, the Shareholders nor the Members is a
party to any leases, occupancy agreements, options, rights of first
refusal or any other agreements or arrangements, either oral or written,
that create or confer in any person or entity other than Buyer the right
to acquire, occupy or possess, now or in the future, any Assets, or any
portion thereof, or create in or confer on any person or entity any
right, title or interest in the Assets or in any portion thereof.

3.11. [INTENTIONALLY OMITTED.]

3.12. ASSUMED CONTRACTS AND AGREEMENTS; ADVERSE RESTRICTIONS.
Except as disclosed on Schedule 3.12(a), the Assumed Contracts are in full force
and effect and binding upon the parties thereto. Except as described or cross
referenced on Schedule 3.12(a), neither Seller nor, to Seller's or any of the
Members' or Shareholders' knowledge, any other parties to such Assumed Contracts
is in breach thereof, and none of the parties has threatened to breach any of
the material provisions thereof or notified Seller or any of the Shareholders of
a default thereunder, or exercised any options thereunder.

3.13. PERSONNEL. Schedule 3.13 is a complete list, as of the
Closing Date, of all employees (by type or classification) of Seller relating to
the Business and their respective rates of compensation, including (i) the
portions thereof attributable to bonuses, (ii) any other salary, bonus, equity
participation, or other compensation arrangement made with or promised to any of
them, and (iii) copies of all employment agreements with employees. Schedule
3.13 also lists the driver's license number for each driver of motor vehicles
used in the Business.

7
<PAGE> 12

3.14. BENEFIT PLANS AND UNION CONTRACTS.

(a) Except as listed in Schedule 3.14(a), Seller has no
employee benefit plans relating to the Business, including employment
agreements and any other agreements containing "golden parachute"
provisions, retirement plans, welfare benefit plans and deferred
compensation agreements.

(b) There are no union contracts and agreements between
Seller and any collective bargaining group relating to the Business. In
the operation of the Business, Seller is in compliance in all material
respects with all applicable federal, state and local laws respecting
employment and employment practices, terms and conditions of employment,
wages and hours, and nondiscrimination in employment, and is not engaged
in any unfair labor practice. There is no charge pending nor, to
Seller's, the Shareholders' or the Members' knowledge, is there any
charge threatened against Seller relating to the Business before any
court or agency and alleging unlawful discrimination in employment
practices, nor are there any charges or proceedings with regard to any
unfair labor practice relating to the Business that is pending before
the National Labor Relations Board.

3.15. TAXES.

(a) Seller has timely filed all requisite federal,
state, local and other tax and information returns due for all fiscal
periods ended on or before the date hereof or the time for filing such
returns has been extended to the date set forth on Schedule 3.15. All
such returns are accurate and complete. Except as set forth on Schedule
3.15, there are no open years, examinations in progress, extensions of
any statute of limitations or claims against Seller relating to federal,
state, local or other taxes (including penalties and interest) for any
period or periods prior to and including the date hereof and no notice
of any claim for taxes has been received. Copies of (i) any tax
examinations, (ii) extensions of statutory limitations and (iii) the
federal income, and state franchise, income and sales tax returns of
Seller for the last three fiscal years are attached as part of Schedule
3.15. Seller has not been contacted by any federal, state or local
taxing authority regarding a prospective examination.

(b) Except as set forth on Schedule 3.15 (which
schedule also includes the amount due) Seller has duly paid all taxes
and other related charges required to be paid prior to the Closing Date.

(c) Seller has withheld all required amounts from their
employees for all pay periods in full and complete compliance with the
withholding provisions of applicable federal, state and local laws. All
required federal, state and local and other returns with respect to
income tax withholding, social security, and unemployment tax es have
been duly filed by Seller for all periods for which returns are due, and
the amounts

8
<PAGE> 13

shown on all such returns to be due and payable have been paid in full.

3.16. COPIES COMPLETE; CONSENTS AND APPROVALS. Except as
disclosed on Schedule 3.16, the copies of all leases, instruments, agreements,
licenses, permits, certificates or other documents that have been delivered to
Buyer by Seller in connection with the transactions contemplated hereby are
complete and accurate as of the date hereof and are true and correct copies of
the originals thereof. None of such leases, instruments, agreements, licenses,
permits, site assessments, certificates or other documents requires notice to,
or consent or approval of, any governmental agency or other third party to any
of the transactions contemplated hereby, except such consents and approvals as
are listed on Schedule 3.16, all of which will have been obtained prior to the
Closing Date.

3.17. CUSTOMERS, BILLINGS, CURRENT RECEIPTS AND RECEIVABLES.
Schedule 3.17 is current, accurate and complete list of, and includes:

(a) the customers of the Business that Seller serves on
an ongoing basis, including name, location and current billing rate, as
of the date hereof; and

(b) an accurate and complete aging of all accounts and
notes receivable from customers as of the last day of the month
preceding the date hereof, showing amounts due in 30-day aging
categories.

Since the Balance Sheet Date, Seller has not lost any customers and no customers
have threatened or otherwise indicated to Seller that they intend to discontinue
doing business with Seller.

3.18. [INTENTIONALLY OMITTED]

3.19. CLOSING DATE DEBT. At the Closing, Seller shall prepare and
deliver to Buyer Schedule 3.19, which shall set forth the amount of (i) the
aggregate debt (excluding trade payables) of Seller outstanding on the Closing
Date relating to the Business, which debt will be repaid at or immediately after
the Closing Date, including in each case all interest accrued through and
including the Closing Date and all prepayment penalties to be incurred in
connection with the repayment of any such debt required to be repaid, plus (ii)
the present value of all capitalized lease obligations (determined in accordance
with generally accepted accounting principles) included in the Assumed Contracts
or encumbering the Assets and (iii) the present value, discounted at the lease
rate factor, if known, inherent in the lease or, if the lease rate factor is not
known, at the rate charged to Seller by a third party lender in connection with
its most recent borrowing to finance equipment, of all lease obligations that
are not capitalized lease obligations included in the Assumed Contracts or
encumbering the Assets (the "CLOSING DATE DEBT").

3.20. COMPLIANCE WITH LAWS. Except as disclosed on Schedule 3.20,
Seller has complied in all material respects with, and Seller is presently in
compliance in all material respects with, federal, state and local laws,
ordinances, codes, rules, regulations, Governmental

9
<PAGE> 14

Permits, orders, judgments, awards, decrees, consent judgments, consent orders
and requirements applicable to Seller relating to the Business (collectively
"LAWS"), including, but not limited to, Laws relating to the public health,
safety or protection of the environment, and there has been no assertion by any
party that Seller is in material violation of any Laws.

3.21. PATENTS, TRADEMARKS, TRADE NAMES, ETC. Seller has no
licenses, patents, trademarks, service marks, or copyrights (other than licenses
to use software for personal computer operating systems that were provided when
the computer was purchased and licenses to use software for personal computers
that are granted to retail purchasers of such software). Seller uses the name
"Affiliated Waste." Neither Seller nor any of the Members or Shareholders knows
or has any reason to believe that there are any claims of third parties to the
use of such name or any similar name, or knows of or has any reason to believe
that there exists any basis for any such claim or claims.

3.22. [INTENTIONALLY OMITTED.]

3.23. SUPPLIERS AND CUSTOMERS. The relations between Seller and
the customers of the Business are good. Seller has no knowledge of any fact
(other than general economic and industry conditions) which indicates that any
of the suppliers supplying products, components, materials or providing use of,
or access to, landfills or disposal sites to Seller intends to cease providing
such items to Seller, nor does Seller have knowledge of any fact (other than
general economic and industry conditions) which indicates that any of the
customers of the Business intends to terminate, limit or reduce its business
relations with Seller relating to the Business.

3.24. ABSENCE OF CERTAIN BUSINESS PRACTICES. Neither Seller
nor any of the Shareholders has directly or indirectly within the past five
years given or agreed to give any gift or similar benefit to any customer,
supplier, governmental employee or other person who is or may be in a position
to help or hinder the Business in connection with any actual or proposed
transaction which (a) might subject Seller to any damage or penalty in any
civil, criminal or governmental litigation or proceeding, (b) if not given in
the past, might have had a material adverse effect on the financial condition,
business or results of operations of the Business, or (c) if not continued in
the future, might materially and adversely affect the financial condition,
business or operations of the Business or which might subject Buyer to suit or
penalty in any private or governmental litigation or proceeding.

3.25. DISCLOSURE SCHEDULES. Any matter disclosed by Seller on any
Schedule to this Agreement shall be deemed to have been disclosed on every other
Schedule that refers to such Schedule by cross reference so long as the nature
of the matter disclosed is obvious from a fair reading of the Schedule on which
the matter is disclosed.

3.26. NO MISLEADING STATEMENTS. The representations and
warranties of Seller and the Shareholders contained in this Agreement, the
Exhibits and Schedules hereto and all other documents and information furnished
to Buyer and their representatives pursuant hereto

10
<PAGE> 15

are complete and accurate in all material respects and do not include any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements made and to be made not misleading.

3.27. ACCURATE AND COMPLETE RECORDS. The books, ledgers,
financial records and other records of Seller relating to the Business:

(a) have been made available to Buyer and its agents at
Seller's offices or at the offices of Buyer's attorneys or Seller's
attorneys;

(b) have been, in all material respects, maintained in
accordance with all applicable laws, rules and regulations; and

3.28. KNOWLEDGE. Wherever reference is made in this Agreement to
the "knowledge" of Seller or the Shareholders or the Members, such term means
the actual knowledge of Seller, the Members or the Shareholders or any director,
officer or management employee of Seller or the Members whose duties relate to
the Business, or any knowledge which should have been obtained by Seller, the
Members or the Shareholders or such employee upon reasonable inquiry by a
reasonable business or person.

3.29. BROKERS; FINDERS. No person has acted directly or
indirectly as a broker or finder for Seller, the Members or the Shareholders in
connection with the transactions contemplated by this Agreement. Any broker's,
finder's, financial advisory or similar fee or payment in respect thereof based
in any way on any agreement, arrangement or understanding made by or on behalf
of Seller, the Members or the Shareholders shall be paid by them outside of the
Closing.

4. REPRESENTATIONS AND WARRANTIES OF WCI AND BUYER

WCI and Buyer, jointly and severally, represent and warrant to Seller
that each of the following representations and warranties is true as of the date
hereof, and agree that such representations and warranties shall survive the
Closing:

4.1. EXISTENCE AND GOOD STANDING. WCI is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and is qualified to transact
business as a foreign corporation in the State of Nebraska. WCI and Buyer each
has full power and authority to carry on its respective business as presently
conducted.

4.2. NO CONTRACTUAL RESTRICTIONS. No provisions exist in any
article, document or instrument to which WCI or Buyer is a party or by which WCI
or Buyer is bound

11
<PAGE> 16

which would be violated by consummation of the transactions contemplated by this
Agreement.

4.3. AUTHORIZATION OF AGREEMENT. This Agreement has been duly
authorized, executed and delivered by WCI and Buyer, and, subject to the due
authorization, execution and delivery by Seller and each of the Members and the
Shareholders, constitutes a legal, valid and binding obligation of WCI and
Buyer, enforceable against WCI and Buyer in accordance with its terms. Each of
WCI and Buyer has full corporate power, legal right and corporate authority to
enter into and perform its obligations under this Agreement and to carry on the
Business as presently conducted. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby and the fulfillment
of and compliance with the terms and conditions hereof do not and will not,
after the giving of notice, or the lapse of time or otherwise: (a) violate any
law or any order, writ, injunction or decree of any court, administrative agency
or governmental authority, or require the approval, consent or permission of any
governmental or regulatory authority; (b) conflict with any of the provisions of
the Certificate of Incorporation or Bylaws of Buyer or WCI; or (c) conflict
with, result in a breach of or constitute a default under any material agreement
or instrument to which Buyer or WCI is a party or by which either is bound.

4.4. NO MISLEADING STATEMENTS. The representations and warranties
of WCI and Buyer contained in this Agreement, the Exhibits and Schedules hereto
and all other documents and information furnished to Seller and the Shareholders
and their representatives pursuant hereto are complete and accurate in all
material respects, and do not include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements made and to be
made not misleading as of the Closing Date.

4.5. BROKERS; FINDERS. No person has acted directly or indirectly
as a broker, finder or financial advisor for WCI or the Buyer in connection with
the transactions contemplated by this Agreement and no person is entitled to any
broker's, finder's, financial advisory or similar fee or payment in respect
thereof based in any way on any agreement, arrangement or understanding made by
or on behalf of WCI or the Buyer.

5. CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE

The obligations of Buyer under this Agreement are subject to the
satisfaction, at or before Closing, of all of the following conditions
precedent, unless waived in writing by Buyer:

5.1. REPRESENTATIONS AND WARRANTIES. All representations and
warranties of Seller contained in this Agreement or in any Exhibit, Schedule or
certificate delivered by Seller under this Agreement shall be true, correct and
complete on and as of the date when made, shall be deemed to be made again on
the Closing Date, if later than the date hereof, and shall then be true, correct
and complete in all material respects as of the Closing Date, if later than the
date hereof.

5.2. CONDITIONS. Seller shall have performed, satisfied and
complied with

12
<PAGE> 17

all covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by it on or before the Closing Date.

5.3. NO MATERIAL ADVERSE CHANGE. Since the date of the this
Agreement, there shall not have been any material adverse change in the
condition (financial or otherwise) of the Business or the Assets.

5.4. NO LITIGATION. None of the transactions contemplated hereby
shall have been enjoined by any court or by any federal or state governmental
branch, agency, commission or regulatory authority and no suit or other
proceeding challenging the transactions contemplated hereby shall have been
threatened or instituted and no investigative or other demand shall have been
made by any federal or state governmental branch, agency, commission or
regulatory authority.

5.5. OTHER DELIVERIES. Seller shall have delivered the items
that it is required to deliver under Section 7 of this Agreement.

5.6. CONSENTS TO TRANSFER; GOVERNMENTAL APPROVALS. Each party
whose consent is required to the transactions contemplated by this Agreement,
including without limitation (if applicable) each party to any contract relating
to the Assets or the Business, each municipality or other jurisdiction that has
granted a franchise to the Corporation and each jurisdiction issuing or granting
any other Governmental Permit, shall have consented to such transactions, and
every other Required Governmental Consent shall have been obtained.

5.7. RELEASE OF SECURITY INTERESTS. All security interests in the
Assets of Seller that have been created in favor of financial institutions or
other lenders to secure indebtedness of any of Seller shall have been released,
subject, where applicable to payment of the Closing Date Debt.

5.8. BULK SALES COMPLIANCE. If applicable, the Bulk Sales Law of
Nebraska shall have been complied with to the reasonable satisfaction of Buyer,
or such compliance shall have been waived by Buyer.

6. CONDITIONS PRECEDENT TO OBLIGATION OF SELLER TO CLOSE

The obligations of Seller under this Agreement are subject to the
satisfaction, at or before Closing, of all of the following conditions
precedent, unless waived in writing by Seller:

6.1. REPRESENTATIONS AND WARRANTIES. All representations and
warranties of WCI and Buyer contained in this Agreement or in any statement,
Exhibit, Schedule, certificate or document delivered by WCI or Buyer under this
Agreement shall be true, correct and complete on and as of the date when made
and at all times prior to the Closing Date, shall be deemed to be made again on
the Closing Date if later than the date hereof, and shall then be true, correct
and complete in all material respects as of the Closing Date if later than the
date hereof.

13
<PAGE> 18

6.2. CONDITIONS. Buyer shall have performed, satisfied and
complied with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by them on or before the
Closing Date.

6.3. NO LITIGATION. None of the transactions contemplated hereby
shall have been enjoined by any court or by any federal or state governmental
branch, agency, commission or regulatory authority and no suit or other
proceeding challenging the transactions contemplated hereby shall have been
threatened or instituted and no investigative or other demand shall have been
made by any federal or state governmental branch, agency, commission or
regulatory authority.

6.4. OTHER DELIVERIES. Buyer shall have delivered the items that
it is required to deliver under Section 7 of this Agreement.

6.5. CONSENTS TO TRANSFER; GOVERNMENTAL APPROVALS. Each party
whose consent is required to the transactions contemplated by this Agreement,
including without limitation (if applicable) each party to any contract relating
to the Assets or the Business, each municipality or other jurisdiction that has
granted a franchise to the Corporation and each jurisdiction issuing or granting
any other Governmental Permit, shall have consented to such transactions, and
every other Required Governmental Consent shall have been obtained.

7. CLOSING DELIVERIES

At the Closing, the respective parties shall make the deliveries
indicated:

7.1. BUYER'S DELIVERIES.

(a) Buyer shall deliver the cash portion of the
Purchase Price required to be delivered on the Closing Date pursuant to
Section 1.5 and the WCI Stock to Seller.

(b) WCI and Buyer shall deliver resolutions of their
respective Boards of Directors or the Executive Committee of their
respective Boards of Directors, certified by the Secretary or an
Assistant Secretary of each such corporation, authorizing WCI and Buyer
to enter into this Agreement and to consummate the transactions
contemplated by this Agreement.

(c) Buyer shall execute and deliver to Seller an
Assignment and Assumption Agreement in form reasonably acceptable to
Seller pursuant to which Buyer assumes Seller's obligations under the
Assumed Contracts.

(d) Buyer shall cause the Closing Date Debt to be paid.

14
<PAGE> 19

7.2. SELLER'S DELIVERIES.

(a) Seller shall deliver to Buyer (and/or its designee)
an executed bill of sale or bills of sale and other instruments of
transfer and conveyance for the full and complete transfer, conveyance,
assignment and delivery to Buyer on the Closing Date of all of Seller's
right, title and interest in and to all of the Assets, accompanied by
all third party consents required with respect thereto, including,
without limitation, written evidence of the release of the liens and
encumbrances with respect to the Assets, subject, where applicable, to
Buyer's payment of the Closing Date Debt;

(b) Seller shall deliver to Buyer an executed
assignment or transfer of the Assumed Contracts and Governmental Permits
accompanied by all third party consents required with respect thereto;

(c) Seller shall deliver to Buyer (and/or its designee)
all motor vehicle registrations and ownership documents for the motor
vehicles being acquired by Buyer;

(d) Seller shall deliver to Buyer an opinion of counsel
for Seller, dated as of the Closing Date, in substantially the form
attached hereto as Exhibit 7.2(d).

(e) Seller shall execute and deliver such other
documents and instruments as are reasonably requested by WCI or Buyer in
order to consummate the transactions contemplated by this Agreement.

(f) Seller shall deliver to Buyer evidence satisfactory
to Buyer showing that all written employment contracts and all oral
employment contracts other than those that are terminable "at will"
without payment of severance (other than normal severance benefits
approved by Buyer) or other benefits with non-union employees of Seller
(including, without limitation, rights to obtain equity in the Business
or Assets) have been terminated, effective on or before the Closing
Date.

8. ADDITIONAL COVENANTS OF WCI, BUYER, SELLER AND THE
MEMBERS AND THE SHAREHOLDERS

8.1. CONFIDENTIALITY. None of the parties hereto shall disclose
or make any public announcements of the existence or terms of this Agreement or
the transactions contemplated by this Agreement without the prior written
consent of WCI, in the case of disclosure by the Seller, the Members or the
Shareholders, or the Seller, in the case of disclosure by WCI or Buyer, unless
required to make such disclosure or announcement by law, in which event the
party making the disclosure or announcement shall notify the others at least 24
hours before such disclosure or announcement is expected to be made.

8.2. PROFESSIONAL, BROKERS AND FINDERS FEES. Each party shall pay
and be

15
<PAGE> 20

responsible for its own professional, broker's, finder's or financial advisory
fees incurred by such party in connection with the transactions contemplated by
this Agreement.

8.3. PAYMENTS RECEIVED AFTER CLOSING DATE. Any payments received
by Buyer relating to receivables retained by Seller which are so identified as
belonging to Seller or which are designated for payment of a specific invoice,
bill, order or otherwise of Seller shall be delivered by Buyer to Seller on a
weekly basis at the address listed for Seller in Section 12.5 below or at such
other address as Seller shall specify by notice to Buyer.

8.4. BOOKS AND RECORDS. Until the expiration of five (5) years
from the Closing Date (and, if at the expiration thereof any tax audit or
judicial proceeding is in progress or the applicable statute of limitations has
been extended, for such longer period as such audit or judicial proceeding is in
progress or such statutory period is extended), Buyer will retain and, as Seller
may reasonably request, permit Seller and its agents to inspect and copy, at
Seller's expense, all books and records acquired by Buyer hereunder that pertain
to the matter in question or which otherwise relate to the period preceding the
Closing Date. Until the expiration of five (5) years from the Closing Date (and,
if at the expiration thereof any tax audit or judicial proceeding is in progress
or the applicable statute of limitations has been extended, for such longer
period as such audit or judicial proceeding is in progress or such statutory
period is extended), Seller will retain and, as WCI or Buyer may reasonably
request, permit WCI or Buyer and their agents to inspect and copy, at WCI or
Buyer's expense, all books and records retained by Seller hereunder that pertain
to the matter in question or which otherwise relate to the period preceding the
Closing Date.

9. INDEMNIFICATION

9.1. INDEMNITY BY SELLER, THE MEMBERS AND THE SHAREHOLDERS.
Subject to Section 9.2, Seller and Members and the Shareholders covenant and
agree that they will, jointly and severally, indemnify and hold harmless WCI and
Buyer and their respective directors, officers and agents and their respective
successors and assigns (collectively the "WCI INDEMNITEES"), from and after the
Closing Date of this Agreement, against any and all losses, damages,
assessments, fines, penalties, adjustments, liabilities, claims, deficiencies,
costs, expenses (including specifically, but without limitation, reasonable
attorneys' fees and expenses of investigation) and expenditures ("LOSSES")
identified by a Indemnitee with respect to each of the following contingencies
until the expiration of the applicable statute of limitations (all, the "WCI
INDEMNITY EVENTS"):

(a) Any misrepresentation, breach of warranty, or
nonfulfillment of any agreement or covenant on the part of Seller or the
Members or the Shareholders pursuant to the terms of this Agreement or
any misrepresentation in or omission from any Exhibit, Schedule, list,
certificate, or other instrument furnished or to be furnished to WCI or
Buyer pursuant to the terms of this Agreement, regardless of whether, in
the case of a breach of a representation or a warranty, WCI or Buyer
relied on the truth of such representation or warranty or had any
knowledge of any breach thereof.

16
<PAGE> 21

(b) Any liability for Seller's, the Shareholders' or
the Members' violation or alleged violation of any state, local or
federal law or regulation that occurred in connection with the use of
the Assets or the operation of the Business, including, but not limited
to, laws related to the environment or hazardous materials.

(c) All actions, suits, proceedings, demands,
assessments, adjustments, costs and expenses (including specifically,
but without limitation, reasonable attorneys' fees and expenses of
investigation) incident to any of the foregoing.

9.2. LIMITATIONS ON SELLER'S AND THE MEMBERS' AND
SHAREHOLDERS' INDEMNITIES.

(a) Subject to the provisions of 9.2(b) hereof, the
obligations of the Shareholder to indemnify the WCI Indemnitees as
provided in Section 9.1 shall be equal to the amount by which the
cumulative amount of all Losses with respect to any or all WCI Indemnity
Events exceed $25,000 (the "GENERAL DEDUCTIBLE AMOUNT"); provided, that
the amount of any obligation of indemnity arising pursuant to Section
9.1(a) with respect to any representation, warranty or covenant
contained in Sections 3.1 through 3.4, 3.10(b), 3.15 and 3.19 hereof
shall not be subject to the General Deductible Amount.

(b) The maximum amount which the WCI Indemnitees can
recover as a result of one or more WCI Indemnity Events pursuant to the
provisions hereof for Claims shall not in the aggregate exceed the
Purchase Price.

(c) The amount to which the WCI Indemnitees may become
entitled hereunder shall be net of any recovery (whether by way of
payment, discount, credit, setoff, tax benefit, counterclaim or
otherwise) received from a third party (including any insurer or
taxation authority) in respect of such Claim. Any such recovery shall be
promptly repaid by the WCI Indemnitees to the Indemnifying Party, less
all reasonable costs, charges and expenses incurred by the WCI
Indemnitees in obtaining such recovery from the third party.

(d) The WCI Indemnitees will use commercially
reasonable efforts to mitigate the Losses to which they may become
entitled to indemnification hereunder.

9.3. INDEMNITY BY WCI. WCI, subject to the limitations set forth
in Section 9.4, covenants and agrees that it will indemnify and hold harmless
the Seller, the Shareholders and the Members and their respective successors and
assigns (collectively the "SELLER INDEMNITEES"), from and after the Closing
Date, against any and all Losses identified by a Seller or asserted by a Seller
Indemnitee in litigation commenced against WCI provided that in either case any
such Claims Notice shall be given or the litigation commenced prior to the
expiration of the applicable statute of limitations (irrespective of the date of
discovery), with respect to each of the following contingencies (all, the
"SELLER INDEMNITY EVENTS"):

17
<PAGE> 22

(a) Any misrepresentation, breach of warranty, or
nonfulfillment of any agreement or covenant on the part of WCI or Buyer
pursuant to the terms of this Agreement or any misrepresentation in or
omission from any Exhibit, Schedule, list, certificate, or other
instrument furnished or to be furnished to the Seller, the Shareholders
or the Members pursuant to the terms of this Agreement, regardless of
whether, in the case of a breach of a representation or a warranty, the
Seller, the Shareholders or the Members relied on the truth of such
representation or warranty or had any knowledge of any breach thereof.

(b) All actions, suits, proceedings, demands,
assessments, adjustments, costs and expenses (including specifically,
but without limitation, reasonable attorneys' fees and expenses of
investigation) incident to any of the foregoing.

9.4. LIMITATIONS ON WCI'S INDEMNITIES.

(a) Subject to the provisions of 9.4(b) hereof, the
obligations of WCI to indemnify the Seller Indemnitees as provided in
Section 9.3 shall be equal to the amount by which the cumulative amount
of all Losses with respect to any or all Seller Indemnity Events exceed
the General Deductible Amount.

(b) The maximum amount which the Seller can recover as
a result of one or more Seller Indemnity Events shall not exceed the
Purchase Price, and the liabilities of each Shareholder shall be limited
to the amount of the Purchase Price received by such Shareholder.

(c) The amount to which the Seller Indemnitees may
become entitled hereunder shall be net of any recovery (whether by way
of payment, discount, credit, setoff, tax benefit, counterclaim or
otherwise) received from a third party (including any insurer or
taxation authority) in respect of such Claim. Any such recovery shall be
promptly repaid by the Seller Indemnitees to WCI, less all reasonable
costs, charges and expenses incurred by the Seller Indemnitees in
obtaining such recovery from the third party.

(d) The Seller Indemnitees will use commercially
reasonable efforts to mitigate the Losses to which they may become
entitled to indemnification hereunder.

9.5. NOTICE OF INDEMNITY CLAIM.

(a) In the event that any claim ("CLAIM") is hereafter
asserted against or arises with respect to any WCI Indemnitee or Seller
Indemnitee (an "INDEMNITEE") as to which such Indemnitee may be entitled
to indemnification hereunder, such Indemnitee shall notify Seller and
the Members and the Shareholders or WCI, as applicable (collectively,
the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS

18
<PAGE> 23

NOTICE") within 30 days after (i) receipt of written notice of
commencement of any third party litigation against such Indemnitee, (ii)
receipt by such Indemnitee of written notice of any third party claim
pursuant to an invoice, notice of claim or assessment, against such
Indemnitee, or (iii) such Indemnitee becomes aware of the existence of
any other event in respect of which indemnification may be sought from
the Indemnifying Party (including, without limitation, any inaccuracy of
any representation or warranty or breach of any covenant). The Claims
Notice shall describe the Claim and the specific facts and circumstances
in reasonable detail, and shall indicate the amount, if known, or an
estimate, if possible, of the losses that have been or may be incurred
or suffered by the Indemnitee.

(b) The Indemnifying Party may elect to defend any
Claim for money damages where the cumulative total of all Claims
(including such Claims) do not exceed the limit set forth in Section 9.2
or 9.4, as applicable, at the time the Claim is made, by the
Indemnifying Party's own counsel. Indemnitee may participate, at
Indemnitee's own expense, in the defense of any Claim assumed by the
Indemnifying Party. Without the written approval of Indemnitee, which
approval shall not be unreasonably withheld, the Indemnifying Party
shall not agree to any compromise of a Claim defended by the
Indemnifying Party.

(c) If, within 20 days of the Indemnifying Party's
receipt of a Claims Notice, the Indemnifying Party shall not have
elected to defend the Claim, Indemnitee shall have the right to assume
control of the defense and/or compromise of such Claim, and the costs
and expenses of such defense, including reasonable attorneys' fees,
shall be added to the Claim. The Indemnifying Party shall promptly, and
in any event within 30 days reimburse Indemnitee for the costs of
defending the Claim, including attorneys' fees and expenses.

(d) The party assuming the defense of any Claim shall
keep the other party reasonably informed at all times of the progress
and development of its or their defense of and compromise efforts with
respect to such Claim and shall furnish the other party with copies of
all relevant pleadings, correspondence and other papers. In addition,
the parties to this Agreement shall cooperate with each other and make
available to each other and their representatives all available relevant
records or other materials required by them for their use in defending,
compromising or contesting any Claim. The failure to timely deliver a
Claims Notice or otherwise notify the Indemnifying Party of the
commencement of such actions in accordance with this Section 9.5 shall
not relieve the Indemnifying Party from the obligation to indemnify
hereunder but only to the extent that the Indemnifying Party establishes
by competent evidence that it has been prejudiced thereby.

19
<PAGE> 24

Indemnitee, or the Indemnifying Party shall determine that such counsel
has a conflict of interest in representing both the Indemnitee and the
Indemnifying Party in the same action or proceeding and the Indemnitee
and the Indemnifying Party do not waive such conflict to the
satisfaction of such counsel.

9.6. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. The
representations and warranties of the parties contained in this Agreement and in
any certificate, Exhibit or Schedule delivered pursuant hereto, or in any other
writing delivered pursuant to the provisions of this Agreement (the
"REPRESENTATIONS AND WARRANTIES") and the liability of the party making such
Representations and Warranties for breaches thereof shall survive the
consummation of the transactions contemplated hereby. The parties hereto in
executing and delivering and in carrying out the provisions of this Agreement
are relying solely on the representations, warranties, Schedules, Exhibits,
agreements and covenants contained in this Agreement, or in any writing or
document delivered pursuant to the provisions of this Agreement, and not upon
any representation, warranty, agreement, promise or information, written or
oral, made by any persons other than as specifically set forth herein or
therein.

9.7. NO EXHAUSTION OF REMEDIES OR SUBROGATION; RIGHT OF SET OFF.
Seller and the Members and the Shareholders waive any right to require any
Indemnitee to (i) proceed against any other person or (iii) pursue any other
remedy whatsoever in the power of any Indemnitee. Buyer may, but shall not be
obligated to, set off against any and all payments due Seller under this
Agreement or any other agreement between the parties, any amount to which WCI,
Buyer or any other Indemnitee is entitled to be indemnified hereunder with
respect to any Indemnity Event. Such right of set off shall be separate and
apart from any and all other rights and remedies that the Indemnities may have
against Seller and the Members and the Shareholders or their successors.

20
<PAGE> 25

10. OTHER POST-CLOSING COVENANTS OF SELLER, THE MEMBERS,
THE SHAREHOLDERS, WCI AND BUYER

10.1. RESTRICTIVE COVENANTS. Seller, the Shareholders, the
Members and Shareholders' and Members' Affiliates acknowledge that (i) WCI and
Buyer, as the purchasers of the Assets (including the goodwill of the Business),
are and will be engaged in the same business as the Business; (ii) Seller, the
Shareholders, the Members and their Affiliates are intimately familiar with the
Business; (iii) the Business is currently conducted in the State of Nebraska and
WCI and Buyer, directly and indirectly through their Affiliates, currently
conduct business in Nebraska and intend, by acquisition or otherwise, to expand
the Business into other geographic areas of Nebraska where it is not presently
conducted; (iv) Seller, the Shareholders, the Members and their Affiliates have
had access to trade secrets of, and confidential information concerning, the
Business; (v) the agreements and covenants contained in this Section 10.1 are
essential to protect the Business and the goodwill being acquired; and (vi)
Seller, the Shareholders, the Members and their Affiliates have the means to
support themselves and their dependents other than by engaging in a business
substantially similar to the Business and the provisions of this Section 10 will
not impair such ability. Seller and the Shareholders and Members covenant and
agree as set forth in (a), (b) and (c) below with respect to the Business:

(a) NON-COMPETE. For a period commencing on the Closing
Date and terminating five years thereafter (the "RESTRICTED PERIOD"),
Seller, the Shareholders, the Members and their Affiliates shall not,
anywhere in the city of Norfolk, Nebraska or within an area within one
hundred fifty (150) miles of the city limits of Norfolk, Nebraska (the
"RESTRICTED TERRITORY"), directly or indirectly, acting individually or
as the owners, shareholders, partners, or employees of any entity, (i)
engage in the operation of a solid waste collection, transporting,
disposal and/or composting business, transfer facility, recycling
facility, materials recovery facility or solid waste landfill; (ii)
enter the employ of, or render any personal services to or for the
benefit of, or assist in or facilitate the solicitation of customers
for, or receive remuneration in the form of salary, commissions or
otherwise from, any business engaged in such activities; or (iii)
receive or purchase a financial interest in, make a loan to, or make a
gift in support of, any such business in any capacity, including,
without limitation, as a sole proprietor, partner, shareholder, officer,
director, principal, agent, trustee or lender; provided, however, that
any of Seller or the Shareholders may own, directly or indirectly,
solely as an investment, securities of any business traded on any
national securities exchange or NASDAQ, provided none of Seller or the
Members or Shareholders is a controlling person of, or member of a group
which controls, such business and further provided that Seller and the
Members and Shareholders do not, in the aggregate, directly or
indirectly, own 5% or more of any class of securities of such business.

(b) CONFIDENTIAL INFORMATION. During the Restricted
Period and thereafter, Seller, the Members and Shareholders and their
Affiliates shall keep secret and retain in strictest confidence, and
shall not use for the benefit of themselves or others, all

21
<PAGE> 26

data and information relating to the Business ("CONFIDENTIAL
INFORMATION"), including without limitation, the existence of and terms
of this Agreement, know-how, trade secrets, customer lists, supplier
lists, details of the Assumed Contracts, pricing policies, operational
methods, marketing plans or strategies, bidding practices and policies,
product development techniques or plans, and technical processes;
provided, however, that the term "Confidential Information" shall not
include information that (i) is or becomes generally available to the
public other than as a result of disclosure by Seller or any of the
Members or Shareholders, in breach of any agreement with Buyer, (ii) is
general knowledge in the solid waste handling and landfill business and
not specifically related to the Business, or (iii) is disclosed to
Seller, the Shareholders or the Members by a third party lawfully in
possession of such information.

(c) PROPERTY OF THE BUSINESS. All memoranda, notes,
lists, records and other documents or papers (and all copies thereof)
relating to the Business, including such items stored in computer
memories, on microfiche or by any other means, made or compiled by or on
behalf of Seller or made available to Seller relating to the Business
(other than those relating to the Excluded Assets or the Excluded
Liabilities), but excluding any materials maintained by any attorneys
for Seller prior to the Closing, shall be the property of WCI or Buyer
as of the Closing Date and have been delivered or will be delivered or
made available to WCI or Buyer at the Closing.

(d) NON-SOLICITATION. Without the consent of WCI, which
may be granted or withheld by WCI in its discretion, Seller, the
Members, Shareholders and their Affiliates shall not solicit any
employees of WCI, Buyer or their Affiliates to leave the employ of WCI,
Buyer or their Affiliates and join Seller, any of the Members or
Shareholders or Affiliate in any business endeavor owned or pursued by
any of them.

(e) NO DISPARAGEMENT. From and after the Closing Date,
none of Seller nor the Members or Shareholders shall, in any way to any
customer or employee of the Business or Buyer, denigrate or derogate
WCI, Buyer or any of their subsidiaries, or any officer, director or
employee, or any product or service or procedure of any such company
whether or not such denigrating or derogatory statements shall be true
and are based on acts or omissions which are learned by Seller or the
Members or Shareholders from and after the date hereof or on acts or
omissions which occur from and after the date hereof, or otherwise. A
statement shall be deemed denigrating or derogatory to any person if it
adversely affects the regard or esteem in which such person or entity is
held by such person. Without limiting the generality of the foregoing,
none of Seller nor the Shareholders shall, directly or indirectly in any
way in respect of any such company or any such directors or officers,
communicate with, or take any action which is adverse to the position of
any such company with any customer or employee of the Business or Buyer.
This paragraph does not apply to the extent that testimony is required
by legal process, provided that WCI has received not less than five
days' prior written notice of such proposed testimony, or such lesser
actual notice as Seller or any Member or Shareholder shall have.

22
<PAGE> 27

10.2. RIGHTS AND REMEDIES UPON BREACH. If Seller, the
Shareholders or any Affiliate breaches, or threatens to commit a breach of, any
of the provisions of Section 10.1(a), (b) or (d) herein (the "RESTRICTIVE
COVENANTS"), WCI and Buyer shall have the following rights and remedies, each of
which rights and remedies shall be independent of the others and severally
enforceable, and each of which is in addition to, and not in lieu of, any other
rights and remedies available to Buyer at law or in equity:

(a) SPECIFIC PERFORMANCE. The right and remedy to have
the Restrictive Covenants specifically enforced by any court of
competent jurisdiction, it being agreed that any breach or threatened
breach of the Restrictive Covenants would cause irreparable injury to
WCI and Buyer and that money damages would not provide an adequate
remedy to Buyer. Accordingly, in addition to any other rights or
remedies, WCI and Buyer shall be entitled to injunctive relief to
enforce the terms of the Restrictive Covenants and to restrain Seller
and the Shareholders from any violation thereof.

(b) ACCOUNTING. The right and remedy to require Seller
and the Members and the Shareholders to account for and pay over to WCI
or Buyer all compensation, profits, monies, accruals, increments or
other benefits derived or received by Seller or the Members or the
Shareholders as the result of any transactions constituting a breach of
the Restrictive Covenants.

(c) SEVERABILITY OF COVENANTS. Seller and the Members
and Shareholders acknowledge and agree that the Restrictive Covenants
are reasonable and valid in geographical and temporal scope and in all
other respects. If any court determines that any of the Restrictive
Covenants, or any part thereof, is invalid or unenforceable, the
remainder of the Restrictive Covenants shall not thereby be affected and
shall be given full effect, without regard to the invalid portions.

(d) BLUE-PENCILING. If any court determines that any of
the Restrictive Covenants, or any part thereof, is unenforceable because
of the duration or geographic scope of such provision, such court shall
reduce the duration or scope of such provision, as the case may be, to
the extent necessary to render it enforceable and, in its reduced form,
such provision shall then be enforced.

(e) ENFORCEABILITY IN JURISDICTION. WCI, Buyer, Seller
and the Members and Shareholders intend to and hereby confer
jurisdiction to enforce the Restrictive Covenants upon the courts of any
jurisdiction within the geographic scope of the Restrictive Covenants.
If the courts of any one or more of such jurisdictions hold the
Restrictive Covenants unenforceable by reason of the breadth of such
scope or otherwise, it is the intention of WCI, Buyer, Seller and the
Members and Shareholders that such determination not bar or in any way
affect Buyer's right to the relief provided above in the courts of any
other jurisdiction within the geographic scope of the Restrictive
Covenants as to breaches of such covenants in such other respective
jurisdictions, such

23
<PAGE> 28
covenants as they relate to each jurisdiction being, for this purpose,
severable into diverse and independent covenants.

11. EXCLUSIVE NEGOTIATIONS

Following execution of this Agreement, Seller and the Members and
Shareholders shall not, and Seller shall not permit its employees or agents to,
initiate, negotiate or discuss with any other person or entity the possible sale
of all or substantially all of the Assets or the Business with any party other
than Buyer. Seller and the Members and Shareholders hereby confirm that no
person or entity presently has or may acquire any rights to purchase or
otherwise acquire the Assets or the Business.

12. GENERAL

12.1. ADDITIONAL CONVEYANCES. Following the Closing, Seller and
Buyer shall each deliver or cause to be delivered at such times and places as
shall be reasonably agreed upon such additional instruments as Buyer or Seller
may reasonably request for the purpose of carrying out this Agreement. Seller
will cooperate with WCI and Buyer on and after the Closing Date in furnishing
information, evidence, testimony and other assistance in connection with any
actions, proceedings or disputes of any nature with respect to matters
pertaining to all periods prior to the date of this Agreement.

12.2. ASSIGNMENT. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, the successors or assigns of WCI,
Buyer and Seller and the heirs, legal representatives or assigns of the Members
and Shareholders; provided, however, that any such assignment shall be subject
to the terms of this Agreement and shall not relieve the assignor of its or his
responsibilities under this Agreement. Buyer may assign some or all of its
rights hereunder to another Affiliate of WCI.

12.3. [INTENTIONALLY OMITTED.]

12.4. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

12.5. NOTICES. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given if in writing
and either delivered personally, sent by facsimile transmission or by air
courier service, or mailed by postage prepaid registered or certified U.S. mail,
return receipt requested, to the addresses designated below or such other
addresses as may be designated in writing by notice given hereunder, and shall
be effective upon personal delivery or facsimile transmission thereof or upon
delivery by registered or certified

24
<PAGE> 29

U.S. mail or one business day following deposit with an air courier service:

If to Seller: LeRoy Hintz
606 E. Norfolk
Norfolk, NE 68701-5512

With a copy to: Charles W. Balsiger, Esq.
Balsiger & Carney
P.O. Box 17
900 Riverside Blvd.
Norfolk, NE 68702-0017

If to Buyer: Waste Connections, Inc.
2260 Douglas Boulevard, Suite 280
Roseville, California 95661
Attention: Ronald J. Mittelstaedt

With a copy to: Robert D. Evans, Esq.
Shartsis, Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, California 94111

12.6. ATTORNEYS' FEES. In the event of any dispute or controversy
between WCI or Buyer on the one hand and Seller or the Members or Shareholders
on the other hand relating to the interpretation of this Agreement or to the
transactions contemplated hereby, the prevailing party shall be entitled to
recover from the other party reasonable attorneys' fees and expenses incurred by
the prevailing party. Such award shall include post-judgment attorney's fees and
costs.

12.7. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nebraska without regard to
its conflict of laws provisions.

12.8. PAYMENT OF FEES AND EXPENSES. Whether or not the
transactions herein contemplated shall be consummated, each party hereto will
pay its own fees, expenses and disbursements incurred in connection herewith and
all other costs and expenses incurred in the performance and compliance with all
conditions to be performed hereunder.

12.9. INCORPORATION BY REFERENCE. All Schedules and Exhibits
attached hereto are incorporated herein by reference as though fully set forth
at each point referred to in this Agreement.

12.10. CAPTIONS. The captions in this Agreement are for
convenience only and shall not be considered a part hereof or affect the
construction or interpretation of any provisions

25
<PAGE> 30

of this Agreement.

12.11. NUMBER AND GENDER OF WORDS. Whenever the singular number
is used herein, the same shall include the plural where appropriate, and shall
apply to all of such number, and to each of them, jointly and severally, and
words of any gender shall include each other gender where appropriate.

12.12. ENTIRE AGREEMENT. This Agreement (including the Schedules
and Exhibits hereto) and the other documents delivered pursuant hereto
constitute the entire Agreement and understanding between Seller, the
Shareholders, the Members, WCI and Buyer and supersedes any prior agreement and
understanding relating to the subject matter of this Agreement. This Agreement
may be modified or amended only by a written instrument executed by Seller, the
Shareholders, the Members, WCI and Buyer acting through their officers,
thereunto duly authorized.

12.13. WAIVER. No waiver by any party hereto at any time of any
breach of, or compliance with, any condition or provision of this Agreement to
be performed by any other party hereto may be deemed a waiver of similar or
dissimilar provisions or conditions at the same time or at any prior or
subsequent time.

12.14. CONSTRUCTION. The language in all parts of this Agreement
must be in all cases construed simply according to its fair meaning and not
strictly for or against any party. Unless expressly set forth otherwise, all
references herein to a "day" are deemed to be a reference to a calendar day. All
references to "business day" mean any day of the year other than a Saturday,
Sunday or a public or bank holiday in California or Nebraska. Unless expressly
stated otherwise, cross-references herein refer to provisions within this
Agreement and are not references to the overall transaction or to any other
document.

13. GLOSSARY. The definitions of the terms used below can be found at
the Section indicated:

<TABLE>
<CAPTION>
TERM SECTION
- ---- -------
<S> <C>
Act 1.6
Affiliate 3.9.
Assets 1.1.
Assumed Contracts 1.1.(b)
Average Closing Price 1.5
Business First Recital
Buyer Parties
Claim 10.3.(a)
Claims Notice 10.3.(a)
Closing 2.
Closing Date 2.0

</TABLE>

26
<PAGE> 31

<TABLE>
<CAPTION>
TERM SECTION
- ---- -------
<S> <C>

Closing Date Debt 3.19.(a)
Confidential Information 11.1.(b)
Employment Agreement 8.1
Environmental Laws 3.20.
Environmental Site 10.1.
Environmental Site Losses 10.1.
Excluded Assets 1.1.
Excluded Liabilities 1.3.
Facility 3.8.(c)
Facilities 3.8.(c)
Facility Property 3.8.(c)(iii)
Financial Statements 3.5
General Deductible Amount 9.2
Governmental Permits 1.1.(c)
Hazardous Material 3.20.(e)
Hazardous Waste 3.20.(e)
Indemnifying Party 10.3.(a)
Indemnitees 10.1.
Indemnity Events 10.1.
Laws 3.20.
Losses 9.1
Measurement Date 3.5.
Members Parties
Purchase Price 1.4.
Records, Notifications and Reports 3.8.(b)
Release 10.1.(b)
Representations and Warranties 10.4.
Restrictive Covenants 11.2.
Restricted Period 11.1.(a)
Restricted Territory 10.1
Seller Parties
Seller Indemnitees 9.3
Seller Indemnity Events 9.3
Shares 1.5
Shareholders Parties
Closing Date 3.
WCI Parties
WCI Indemnitees 9.1
WCI Indemnity Event 9.1
WCI Stock 1.5
Buyer Parties

</TABLE>

27
<PAGE> 32

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
persons thereunto duly authorized as of the date first above written.

SELLER: Affiliated Waste Services, L.L.C.

By:________________________________

_____________________, President

THE MEMBERS: Leroy's Sanitary Service, Inc.

By: _______________________________
Name: _____________________________
Title: ____________________________

Dennis' Sanitary Service, Inc.

By: _______________________________
Name: _____________________________
Title: ____________________________

Elden's Sanitary Service, Inc.

By: _______________________________
Name: _____________________________
Title: ____________________________

THE SHAREHOLDERS:

___________________________________
LeRoy Hintz

___________________________________
Janice Hintz

28
<PAGE> 33

___________________________________
Dennis J. Mrsny

___________________________________
Mary Mrsny

___________________________________
Elden W. Mrsny

___________________________________
Doris Mrsny

WCI: Waste Connections, Inc.

By:________________________________
Ronald J. Mittelstaedt
President, Chief Executive
Officer and Chairman

BUYER: Waste Connections of Nebraska, Inc.

By:________________________________
Ronald J. Mittelstaedt
President

<PAGE> 1
Exhibit 10.41

ASSET PURCHASE AGREEMENT

Dated as of September 9, 1998, by and among

Waste Connections, Inc.,
Madera Disposal Systems, Inc.
and
Charles B. Youngclaus

<PAGE> 2

TABLE OF CONTENTS

2. CLOSING TIME AND PLACE.............................................................. 3

3. REPRESENTATIONS AND WARRANTIES OF SELLER............................................ 3
3.1. Standing and Authority for Business......................................... 3
3.2. All Assets Being Acquired................................................... 3
3.3. Authority for Agreement..................................................... 3
3.4. No Breach or Default........................................................ 4
3.5. Financial Statements........................................................ 4
3.6. Liabilities................................................................. 4
3.7. Conduct of Business......................................................... 5
3.8. Permits and Licenses........................................................ 5
3.9. Affiliate................................................................... 7
3.10. Fixed Assets and Facility Property.......................................... 7
3.11. Acquisition/Disposal of Assets.............................................. 7
3.12. Contracts and Agreements; Adverse Restrictions.............................. 8
3.13. Personnel................................................................... 8
3.14. Benefit Plans and Union Contracts........................................... 8
3.15. Taxes....................................................................... 10
3.16. Copies Complete............................................................. 10
3.17. Customers, Billings, Current Receipts and Receivables....................... 10
3.18. No Change With Respect to Seller............................................ 11
3.19. Closing Date Debt........................................................... 11
3.20. Compliance With Laws........................................................ 11
3.21. Patents, Trademarks, Trade Names, etc....................................... 12
3.22. Suppliers and Customers..................................................... 12
3.23. Absence of Certain Business Practices....................................... 12
3.24. Disclosure Schedules........................................................ 13
3.25. No Misleading Statements.................................................... 13
3.26. Accurate and Complete Records............................................... 13
3.27. Knowledge................................................................... 13
3.28. Brokers; Finders............................................................ 13
3.29. Investment Representations.................................................. 13
</TABLE>

<PAGE> 3

4. REPRESENTATIONS AND WARRANTIES OF WCI AND BUYER..................................... 15
4.1. Existence and Good Standing................................................. 15

4.3. Authorization of Agreement.................................................. 15
4.4. No Misleading Statements.................................................... 16

5. CLOSING DELIVERIES.................................................................. 16
5.1. Buyer's Deliveries.......................................................... 16
5.2. Seller's Deliveries......................................................... 16

6. INDEMNIFICATION..................................................................... 17
6.1. Indemnity by Seller......................................................... 17
6.2. Limitations on Seller's Indemnities......................................... 18
6.3. Notice of Indemnity Claim................................................... 18
6.4. Survival of Representations, Warranties and Agreements...................... 19
6.5. No Exhaustion of Remedies or Subrogation; Right of Set Off.................. 20

7. OTHER POST-CLOSING COVENANTS OF SELLER AND WCI...................................... 20
7.1. Restrictive Covenants....................................................... 20
7.2. Rights and Remedies Upon Breach............................................. 22
7.3. Release of Guaranties....................................................... 23

8. GENERAL............................................................................. 23
8.1. Additional Conveyances...................................................... 23
8.2. Assignment.................................................................. 23
8.3. Public Announcements........................................................ 23
8.4. Counterparts................................................................ 23
8.5. Notices..................................................................... 23
8.6. Attorneys' Fees............................................................. 24
8.7. Applicable Law.............................................................. 24
8.8. Payment of Fees and Expenses................................................ 24
8.9. Incorporation by Reference.................................................. 24
8.10. Captions.................................................................... 24
8.11. Number and Gender of Words.................................................. 25
8.12. Entire Agreement............................................................ 25
8.13. Waiver...................................................................... 25
8.14. Construction................................................................ 25

9. GLOSSARY............................................................................ 25

</TABLE>

<PAGE> 4

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of August __, 1998, entered into by
and among Waste Connections, Inc., a Delaware corporation ("WCI"), Madera
Disposal Systems, Inc., a California corporation ("BUYER") and Charles B.
Youngclaus ("SELLER").

WHEREAS, Seller is engaged in the collection and transport of solid
waste in the Cities of Chowchilla and Madera and in certain unincorporated areas
of Madera County, California, and other related activities (the "BUSINESS");

WHEREAS, Seller is the sole owner of the Business;

WHEREAS, Buyer wishes to purchase, and Seller wishes to sell certain
assets that are necessary to operate the Business;

1. PURCHASE AND SALE OF ASSETS.

1.1. Sale and Transfer of Assets. Subject to and in accordance
with the terms and conditions of this Agreement, at the Closing on the Closing
Date (as defined below) Seller shall convey, transfer, deliver and assign to
Buyers (and as among Buyers, as they shall designate to Seller), and Buyers
shall accept from Seller all of the assets listed on Schedule 1.1 (collectively,
the "Assets"), including without limitation:

(b) all contracts, leases, agreements, customer
accounts, commitments and arrangements specifically identified in
Schedule 3.12(a) as contracts contemplated to be assumed by Buyer
pursuant to this Agreement (the "ASSUMED CONTRACTS");

(c) all permits, licenses, titles (including motor
vehicle titles and current registrations) and any other similar
documents from any and all governmental authorities constituting a
material authorization or entitlement or otherwise material to the
operation or management of the Business owned by, issued to, or held by
or otherwise benefiting Seller (the "Governmental Permits");

1
<PAGE> 5

(d) all customer lists of the Seller relating to the
Business;

(e) the good will of the Business;

(f) all deposits, credits, advance payments, claims or
rights relating to the Assets or the Business, excepting petty cash
amounts in possession of truck drivers, accruing after the Closing Date,
all guarantees, warranties, indemnities and similar rights in favor of
Seller with respect to any of the Assets and all books and records
primarily in connection with the operation of the Business; and

Notwithstanding the foregoing, the Buyers shall not acquire any of the accounts
receivable of the Seller.

1.2. Assumption by Buyer of Certain Contracts. Buyer hereby
assumes and agrees to pay, perform and discharge, effective the day after the
Closing Date, all of the obligations, liabilities and commitments of Seller
accruing after the Closing Date under or with respect to each Assumed Contract,
but not including any obligation or liability for any breach thereof occurring
on or prior to the Closing Date.

1.3. Excluded Liabilities. Notwithstanding the provisions of
Section 1.2 or any other provision hereof or any Schedule or Exhibit hereto and
regardless of any disclosure to Buyer, Buyer shall not assume or be bound by any
other duties, responsibilities, obligations, indebtedness or other liabilities
of Seller or to which Seller or any of the Assets or the Business may be bound
or affected, of whatever kind or nature, whether known, unknown, contingent or
otherwise, arising before, on or after the Closing Date (including without
limitation taxes arising from the operation of the Business or the sale of the
Assets) except, as to obligations and liabilities arising after the Closing Date
only, those obligations and liabilities expressly assumed by Buyer pursuant to
Section 1.2 (the "EXCLUDED LIABILITIES").

1.4. Purchase Price. The purchase price (the "Purchase Price")
for the Assets shall be One Hundred Thirty-Nine Thousand Dollars ($139,000),
minus the Closing Date Debt (as defined in Section 3.19). The Purchase Price
shall be payable as follows: (i) WCI shall pay the Closing Date Debt at the
Closing by wire transfer or check payable to the holders of such debt in
clearinghouse funds; and (ii) WCI shall pay the remainder of the Purchase Price
in the form of a number of shares (the "SHARES") of WCI's Common Stock, $0.01
par value ("WCI STOCK"), determined as follows: The number of Shares shall be an
amount equal to the difference between the Purchase Price and Closing Date Debt,
divided by the Average Closing Price (as hereinafter defined). The Average
Closing Price (the "AVERAGE CLOSING PRICE") is the average of the closing price
of WCI Stock as quoted on the NASDAQ Stock Market for the five (5) successive
trading days for which a closing price is quoted ending on the tenth trading day
prior to the Closing Date. The Average Closing Price and the number of shares of
WCI Stock to be delivered at the Closing shall be appropriately adjusted in the
event of any change in WCI Stock between the first day for which a closing price
is quoted in determining the Average Closing Price and the Closing Date,
including without limitation any stock dividend, stock split, reverse

2
<PAGE> 6

stock split, recapitalization, reorganization, merger or consolidation. WCI
shall not be obligated to issue any fractional shares of WCI Stock, but shall
instead pay the Seller cash in lieu of any fractional share equal to the Average
Closing Price multiplied by the fraction of a share of WCI Stock that would
otherwise be issued. The Purchase Price paid at Closing will be based on
Schedule 3.19 as delivered at the Closing, which the parties understand will
include only estimates of the Closing Date Debt. Within 90 days after the
Closing Date, Buyers and Seller will determine the actual Closing Date Debt. If
the Purchase Price increases, Buyer will promptly pay any additional amount due
to Seller; if the Purchase Price decreases, Seller will promptly repay any
amount due to Buyer.

1.5. Certain Taxes. Buyer shall pay any and all sales, use,
excise, transfer and conveyance taxes payable or assessable in connection with
or as a result of the transfer of the Assets under the terms of this Agreement
and the transactions contemplated hereby. Buyer shall not be responsible for any
business, occupation, withholding, possessory interest or similar tax or
assessment or any other tax or fee of any kind relating to any period on or
prior to the Closing Date with respect to Seller, the Assets or the ownership,
operation or management of the Business.

1.6. Allocation of Purchase Price. Two Thousand Dollars ($2,000)
of the Purchase Price payable as cash shall be allocated to the covenant not to
compete described in Section 7.1(a).

2. CLOSING TIME AND PLACE

Subject to the terms and conditions of this Agreement, the closing of
the transactions contemplated herein (the "CLOSING") shall take place at such
time on August , 1998 or on such later date (the "CLOSING DATE") within ten days
after the consents required by Section 6.7 have been obtained as Buyer and
Seller shall agree, at the offices of Shartsis, Friese & Ginsburg LLP, in San
Francisco, California, or through an exchange of consideration and signed
documents using overnight courier service. At the Closing, Buyer and Seller
shall deliver to each other the documents, instruments and other items described
in Section 8 of this Agreement.

3. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller (i) represents and warrants that each of the following
representations and warranties is true and complete as of the Closing Date with
respect to Seller, the Assets and the Business, as the case may be, and will be
true as of the Closing Date, and (ii) agrees that such representations and
warranties shall survive the Closing.

3.1. Standing and Authority for Business. Seller has full power
and authority to own and lease the Assets and to carry on the Business as now
conducted.

3.2. All Assets Being Acquired. The Assets being acquired by
Buyer hereunder constitute all of the assets of Seller used and necessary to
conduct and operate the

3
<PAGE> 7

Business as presently conducted and operated (other than certain assets set
forth on Schedule 3.2, which are the "EXCLUDED ASSETS").

3.3. Authority for Agreement. Seller has full right, power and
authority to enter into this Agreement and to perform her obligations hereunder.
This Agreement has been duly and validly executed and delivered by Seller and,
subject to the due authorization, execution and delivery by WCI and Buyer,
constitutes the legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms.

3.4. No Breach or Default. Except as disclosed on Schedule 3.4,
the execution and delivery by Seller of this Agreement, and the consummation by
Seller of the transactions contemplated hereby, will not:

(a) result in the breach of any of the terms or
conditions of, or constitute a default under, or allow for the
acceleration or termination of, or in any manner release any party from
any obligation under, any mortgage, lease, note, bond, indenture, or
material contract, agreement, license or other instrument or obligation
of any kind or nature to which Seller is a party, or by which Seller or
the Assets, are or may be bound or affected; or

3.5. Financial Statements. Seller has delivered to Buyer, as
Schedule 3.5, copies of the financial statements ("FINANCIAL STATEMENTS") of
Seller relating to the Business for its three most recent years and interim
financial statements dated as of July 31, 1997 (the "BALANCE SHEET DATE"). The
Financial Statements are internally prepared, are true and correct and fairly
present the results of operations of the Business for the respective periods
indicated. Except as disclosed on Schedules 3.5, 3.6, 3.19(a) or 3.19(b), Seller
had, as of the Balance Sheet Date, and will have, as of the Closing Date, no
liabilities of any nature, whether accrued, absolute, contingent or otherwise,
including, without limitation, tax liabilities due or to become due except those
permitted by Schedule 3.15.

3.6. Liabilities. Parts I, II, and III of Schedule 3.6, are
accurate lists and descriptions of all liabilities of Seller relating to the
Business required to be described below in the format set forth below.

(a) Part I of Schedule 3.6 lists, as of the Closing
Date, all claims, suits and proceedings which are pending against Seller
relating to the Business and, to the

4
<PAGE> 8

knowledge of Seller, all material contingent liabilities and all
material claims, suits and proceedings threatened or anticipated against
Seller relating to the Business. For each such liability, Part I of
Schedule 3.6 includes a summary description of such liability,
including, without limitation: (i) the name of each court, agency,
bureau, board or body before which any such claim, suit or proceeding is
pending, including, without limitation, those arising under
Environmental Laws (as defined in Section 3.20), those relating to
personal injury or property damage (including all workers' compensation
and occupational disease and injury claims, suits and proceedings) and
those citations arising under the Federal Occupational Safety and Health
Act or any comparable state law, (ii) the date such claim, suit or
proceeding was instituted, (iii) the parties to such claim, suit or
proceeding, (iv) a description of the factual basis alleged to underlie
such claim, suit or proceeding, including the date or dates of all
material occurrences, and (v) the amount claimed and other relief
sought.

(b) Part II of Schedule 3.6 lists, as of the Closing
Date and to the extent not otherwise included in Part I of Schedule 3.6,
all material liens, claims and encumbrances secured by any of the
Assets, including a description of the nature of such lien, claim or
encumbrance, the amount secured if it secures a liability, the nature of
the obligation secured, and the party holding such lien, claim or
encumbrance.

(c) Part III of Schedule 3.6 lists, as of the Closing
Date and to the extent not otherwise included in Part II of Schedule
3.6, all real property and material personal property leasehold
interests to which Seller is a party as lessor or lessee relating to the
Business or affecting or relating to any Facility Property (as described
in Section 3.8), including a description of the nature and principal
terms of such leasehold interest and the identity of the other party
thereto.

3.7. Conduct of Business. Except as set forth on Schedule 3.7,
since the Balance Sheet Date and prior to the Closing Date:

(a) The Business has been conducted only in the
ordinary course; and

(b) There has been no change in the condition
(financial or otherwise) of the Assets or the liabilities or operations
of Seller relating to the Business other than changes in the ordinary
course of business, none of which either singly or in the aggregate has
been materially adverse.

3.8. Permits and Licenses.

5
<PAGE> 9

variances, occupancy permits, and any other similar documents
constituting a material authorization or entitlement or otherwise
material to the operation of the Business by Seller (collectively the
"GOVERNMENTAL PERMITS") owned by, issued to, held by or otherwise
benefiting Seller as of the Closing Date. The status of the Governmental
Permits related to the disposal areas owned or used by Seller,
including, without limitation, any conditions thereto and, if
applicable, the expiration dates thereof, are also described in Schedule
3.8(a). Schedule 3.8(a) also sets forth the name of any governmental
agency from whom Seller or Buyer must obtain consent (the "REQUIRED
GOVERNMENTAL CONSENTS") in order to effect a direct or indirect transfer
of the Governmental Permits required as a result of the consummation of
the transactions contemplated by this Agreement. Except as set forth on
Schedule 3.8(a), all of the Governmental Permits enumerated and listed
on Schedule 3.8(a) are and will be adequate for the operation of the
Business of Seller and of each Facility Property as presently operated
and are valid and in full force and effect. All of said Governmental
Permits and agreements have been duly obtained and are in full force and
effect, and there are no proceedings pending or, to the knowledge of
Seller, threatened which may result in the revocation, cancellation,
suspension or adverse modification of any of the same. Seller has no
knowledge of any reason why all such Governmental Permits and agreements
will not remain in effect after consummation of the transactions
contemplated hereby.

(b) As part of Schedule 3.8(a), Seller has delivered to
Buyer copies of: (i) all records, notifications, reports, permit and
license applications, engineering and geologic studies, and
environmental impact reports, tests or assessments (collectively,
"RECORDS, NOTIFICATIONS AND REPORTS") that (A) are material to the
operation of the Business, or (B) relate to the discharge or release of
materials into the environment and/or the handling or transportation of
waste materials or hazardous or toxic substances or otherwise relate to
the protection of the public health or the environment, or (C) were
filed with or submitted to appropriate governmental agencies during the
past five years by Seller or her agents, and (ii) all material
notifications from such governmental agencies to Seller or her agents in
response to or relating to any of such Records, Notifications and
Reports.

(c) Schedule 3.8(c) lists, as of the Closing Date, each
facility owned, leased, operated or otherwise used by Seller for the
Business, the ownership, lease, operation or use of which is being
transferred to, assumed by or otherwise acquired directly or indirectly
by the Buyer pursuant to this Agreement (each, a "FACILITY" and
collectively, the "FACILITIES"). Except as otherwise disclosed on
Schedule 3.8(c):

(i) Each Facility is fully licensed, permitted
and authorized to carry on its current business under all
applicable federal, state and local statutes, orders, approvals,
zoning or land use requirements, rules and regulations and no
Facility is a non-conforming use or otherwise subject to any
restrictions regarding reconstruction.

6
<PAGE> 10

(ii) All activities and operations at each
Facility are being and have been conducted in compliance in all
material respects with the requirements, criteria, standards and
conditions set forth in all applicable federal, state and local
statutes, orders, approvals, permits, zoning or land use
requirements and restrictions, variances, licenses, rules and
regulations.

(iii) Each Facility is located on real property
owned or leased by Seller (each a "FACILITY PROPERTY").

(iv) There are no circumstances, conditions or
reasons which are likely to be the basis for revocation or
suspension of any Facility's site assessments, permits,
licenses, consents, authorizations, zoning or land use permits,
variances or approvals relating to any Facility owned by Seller
and to be used in the Business after the Closing, and to the
knowledge of Seller there are no circumstances, conditions or
reasons which are likely to be the basis for revocation or
suspension of any site assessments, permits, licenses, consents,
authorizations, zoning or land use permits, variances or
approvals relating to any such Facility.

3.9. Affiliate. For purposes of this Agreement, the term
"AFFILIATE" means, with respect to any person, any person that directly or
indirectly through one or more intermediaries controls, or is controlled by, or
is under common control with such person, in the case of individuals includes
the individual's spouse, father, mother, grandfather, grandmother, brothers,
sisters, children and grandchildren, and in the case of a trust includes the
grantors, trustees and beneficiaries of the trust.

3.10. Fixed Assets and Facility Property.

(a) Schedule 3.10(a) lists, as of the Closing Date,
substantially all the fixed assets (other than real estate) of Seller
used in the Business, including, without limitation, identification of
each vehicle by description and serial number, identification of
machinery, equipment and general descriptions of parts, supplies and
inventory. Except as described on Schedule 3.10(a), all of Seller's
containers, vehicles, machinery and equipment necessary for the
operation of the Business are in good working order and condition,
normal wear and tear excepted, and all of the motor vehicles and other
rolling stock of Seller is in material compliance with all applicable
laws, rules and regulations. All such vehicles, machinery and equipment
are substantially fit for the purposes for which they are utilized and
are free from defects which could cause them to fail. All leases of
fixed assets are in full force and effect and binding upon the parties
thereto; neither Seller nor any other party to such leases is in breach
of any of the material provisions thereof.

(b) Seller has good, valid and marketable title to all
of the Assets, tangible and intangible, actually used or necessary for
the conduct of the Business, free of

7
<PAGE> 11

any encumbrance or charge of any kind except: (i) liens for current
taxes not yet due; and (ii) minor imperfections of title and
encumbrances, if any, that are not substantial in amount, do not
materially detract from the value of the property subject thereto, do
not materially impair the value of the Business or the Assets, and have
arisen only in the ordinary course of business and consistent with past
practice. There are and as of the Closing Date will be no leases,
occupancy agreements, options, rights of first refusal or any other
agreements or arrangements, either oral or written, that create or
confer in any person or entity the right to acquire, occupy or possess,
now or in the future, any Assets, or any portion thereof, or create in
or confer on any person or entity any right, title or interest therein
or in any portion thereof.

3.11. Acquisition/Disposal of Assets. Except as indicated on
Schedule 3.11, since the Balance Sheet Date, Seller has not acquired or sold or
otherwise disposed of any properties or assets which, singly or in the
aggregate, have a value in excess of $5,000, or which are material to the
operation of the Business as presently conducted.

3.12. Contracts and Agreements; Adverse Restrictions.

(a) Schedule 3.12(a) lists, as of the Closing Date, and
includes copies of, all insurance policies, material contracts and
agreements relating to the Business to which Seller is a party or by
which any of the Assets is bound (including, but not limited to, joint
venture or partnership agreements, contracts with any labor
organizations, promissory notes, loan agreements, bonds, mortgages,
deeds of trust, liens, pledges, conditional sales contracts or other
security agreements). Except as disclosed on Schedule 3.12(a), all such
contracts and agreements included in Schedule 3.12(a) are and on the
Closing Date shall be in full force and effect and binding upon the
parties thereto. Except as described or cross referenced on Schedule
3.12(a), neither Seller nor, to Seller's knowledge, any other parties to
such contracts and agreements is in breach thereof, and none of the
parties has threatened to breach any of the material provisions thereof
or notified Seller of a default thereunder, or exercised any options
thereunder.

(b) Except as set forth on Schedule 3.12(b), there is
no outstanding judgment, order, writ, injunction or decree against
Seller, the result of which could materially adversely affect Seller,
the Business or any of the Assets, nor has Seller been notified that any
such judgment, order, writ, injunction or decree has been requested.

3.13. Personnel. Schedule 3.13 is a complete list, as of the
Closing Date, of all employees (by type or classification) of Seller relating to
the Business and their respective rates of compensation, including (i) the
portions thereof attributable to bonuses, (ii) any other salary, bonus, equity
participation, or other compensation arrangement made with or promised to any of
them, and (iii) copies of all employment agreements with employees. Schedule
3.13 also lists the driver's license number for each driver of motor vehicles
used in the Business.

8
<PAGE> 12

3.14. Benefit Plans and Union Contracts.

(a) Schedule 3.14(a) is a complete list as of the
Closing Date, and includes complete copies, of all employee benefit
plans and agreements currently maintained or contributed to by Seller
relating to the Business, including employment agreements and any other
agreements containing "golden parachute" provisions, retirement plans,
welfare benefit plans and deferred compensation agreements, together
with copies of such plans, agreements and any trusts related thereto,
and classifications of employees covered thereby as of the Closing Date.
Except for the employee benefit plans described on Schedule 3.14(a),
Seller has no other pension, profit sharing, deferred compensation, or
other employee benefit plans or arrangements with any party. Except as
disclosed on Schedule 3.14(a), all employee benefit plans listed on
Schedule 3.14(a) are fully funded and in substantial compliance with all
applicable federal, state and local statutes, ordinances and
regulations. All such plans that are intended to qualify under Section
401(a) of the Internal Revenue Code have been determined by the Internal
Revenue Service to be so qualified, and copies of such determination
letters are included as part of Schedule 3.14(a). All reports and other
documents required to be filed with any governmental agency or
distributed to plan participants or beneficiaries (including, but not
limited to, actuarial reports, audits or tax returns) have been timely
filed or distributed, and copies thereof are included as part of
Schedule 3.14(a). All employee benefit plans listed on such Schedule
have been operated in accordance with the terms and provisions of the
plan documents and all related documents and policies. Seller has not
incurred any liability for excise tax or penalty due to the Internal
Revenue Service or U.S. Department of Labor nor any liability to the
Pension Benefit Guaranty Corporation for any employee benefit plan, nor
have Seller, nor party-in-interest or disqualified person, engaged in
any transaction or other activity which would give rise to such
liability. Seller has not participated in or made contributions to any
"multi-employer plan" as defined in the Employee Retirement Income
Security Act of 1974 ("ERISA"), nor would Seller be subject to any
withdrawal liability with respect to such a plan if any such employer
withdrew from such a plan immediately prior to the Closing Date. No
employee pension benefit plan is under funded on a termination basis as
of the date of this Agreement.

9
<PAGE> 13

Business; no union organizational activity exists respecting employees
of Seller relating to the Business not currently subject to a collective
bargaining agreement; except as set forth on Schedule 3.14(b), the
Business has not experienced any work stoppage or material labor
difficulty; the union contracts or other agreements delivered as part of
Schedule 3.14(b) constitute all agreements with the unions or other
collective bargaining groups relating to the Business, and there are no
other arrangements or established practices relating to the employees
covered by any collective bargaining agreement; and Schedule 3.14(b)
contains as of the Closing Date a list of all arbitration or grievance
proceedings relating to the Business that have occurred since the
Balance Sheet Date. No one has petitioned within the last five years,
and no one is now petitioning, for union representation of any employees
of Seller relating to the Business. Seller has not experienced any labor
strike, slow-down, work stoppage, or other job action during the last
five years relating to the Business.

3.15. Taxes.

(a) Seller has timely filed all requisite federal,
state, local and other tax and information returns due for all fiscal
periods ended on or before the Closing Date. All such returns are
accurate and complete. Except as set forth on Schedule 3.15, there are
no open years, examinations in progress, extensions of any statute of
limitations or claims against Seller relating to federal, state, local
or other taxes (including penalties and interest) for any period or
periods prior to and including the Closing Date and no notice of any
claim for taxes has been received. Copies of (i) any tax examinations,
(ii) extensions of statutory limitations and (iii) the federal income,
and state franchise, income and sales tax returns of Seller for the last
three fiscal years are attached as part of Schedule 3.15. Seller has not
been contacted by any federal, state or local taxing authority regarding
a prospective examination.

(b) Except as set forth on Schedule 3.15 (which
schedule also includes the amount due) Seller has duly paid all taxes
and other related charges required to be paid prior to the Closing Date.
The reserves for taxes contained in the Financial Statements are
adequate to cover the tax liability of Seller as of the Closing Date.

(c) Seller has withheld all required amounts from her
employees for all pay periods in full and complete compliance with the
withholding provisions of applicable federal, state and local laws. All
required federal, state and local and other returns with respect to
income tax withholding, social security, and unemployment taxes have
been duly filed by Seller for all periods for which returns are due, and
the amounts shown on all such returns to be due and payable have been
paid in full.

10
<PAGE> 14

of such leases, instruments, agreements, licenses, permits, site assessments,
certificates or other documents requires notice to, or consent or approval of,
any governmental agency or other third party to any of the transactions
contemplated hereby, except such consents and approvals as are listed on
Schedule 3.16, all of which will have been obtained prior to the Closing Date.

3.17. Customers, Billings, Current Receipts and Receivables.
Schedule 3.17 is current, accurate and complete list of, and includes:

(a) the customers of the Business that Seller serves on
an ongoing basis, including name, location and current billing rate, as
of the Closing Date; and

(b) an accurate and complete aging of all accounts and
notes receivable from customers as of the last day of the month
preceding the Closing Date, showing amounts due in 30-day aging
categories. Except to the extent of the allowance for bad debts
reflected on the Financial Statements or otherwise disclosed on
Schedules 3.9 and 3.18, Seller's accounts and notes receivable are
collectible in the amounts shown on Schedules 3.9 and 3.18.

Since the Balance Sheet Date, Seller has not lost any customers and no customers
have threatened or otherwise indicated to Seller that they intend to discontinue
doing business with Seller.

3.18. No Change With Respect to Seller. Except as set forth on
Schedule 3.18, with respect to Seller, since the Balance Sheet Date, there has
not been, and prior to the Closing there will not be, any change in the conduct
of the Business, the income, operations or financial condition of the Business,
or the Assets.

3.19. Closing Date Debt. At the Closing, Seller shall prepare and
deliver to Buyer Schedule 3.19, which shall set forth the amount of (i) the
aggregate debt (excluding trade payables) of Seller outstanding on the Closing
Date relating to the Business, which debt will be repaid at or immediately after
the Closing Date, including in each case all interest accrued through and
including the Closing Date and all prepayment penalties to be incurred in
connection with the repayment of any such debt required to be repaid, plus (ii)
the present value of all capitalized lease obligations (determined in accordance
with generally accepted accounting principles) included in the Assumed Contracts
or encumbering the Assets and (iii) the present value, discounted at the lease
rate factor, if known, inherent in the lease or, if the lease rate factor is not
known, at the rate charged to Seller by a third party lender in connection with
its most recent borrowing to finance equipment, of all lease obligations that
are not capitalized lease obligations included in the Assumed Contracts or
encumbering the Assets (the "CLOSING DATE DEBT").

11
<PAGE> 15

Business (collectively "LAWS"), including, but not limited to, Laws relating to
the public health, safety or protection of the environment (collectively,
"ENVIRONMENTAL LAWS"). Except as disclosed on Schedule 3.20, there has been no
assertion by any party that Seller is in material violation of any Laws.
Specifically and without limiting the generality of the foregoing, except as
disclosed on Schedule 3.20:

(a) Except as permitted under applicable laws and
regulations, including, without limitation, the Federal Resource
Conservation Recovery Act, 42 USC Section 6901 et seq. ("RCRA"), the
Business has not accepted, processed, handled, transferred, generated,
treated, stored or disposed of any Hazardous Material (as defined in
Section 3.20(e) below) nor has it accepted, processed, handled,
transferred, generated, treated, stored or disposed of asbestos, medical
waste, radioactive waste or municipal waste, except in compliance with
Environmental Laws.

(b) During Seller's ownership or leasing of the
Facility Property owned or leased by it and prior to Seller's ownership
or leasing of such Facility Property, no Hazardous Material, other than
that allowed under Environmental Laws, including, without limitation,
RCRA, has been disposed of, or otherwise released on any Facility
Property.

(c) During Seller's ownership or leasing of the
Facility Property owned or leased by it and prior to Seller's ownership
or leasing of such Facility Property, no Facility Property has ever been
subject to or received any notice of any private, administrative or
judicial action, or notice of any intended private, administrative or
judicial action relating to the presence or alleged presence of
Hazardous Material in, under, upon or emanating from any Facility
Property or any real property now or previously owned by Seller. There
are no pending and no threatened actions or proceedings from any
governmental agency or any other entity involving remediation of any
condition of any Facility Property, including, without limitation,
petroleum contamination, pursuant to Environmental Laws.

(d) Except as allowed under Environmental Laws, the
Business has not knowingly sent, transported or arranged for the
transportation or disposal of any Hazardous Material, to any site,
location or facility.

(e) As used in this Agreement, "HAZARDOUS MATERIAL"
shall mean the substances (i) defined as "HAZARDOUS WASTE" in 40 CFR
261, and substances defined in any comparable applicable state statute
or regulation; (ii) any substance the presence of which requires
remediation pursuant to any Environmental Laws; and (iii) any substance
disposed of in a manner not in compliance with Environmental Laws.

3.21. Patents, Trademarks, Trade Names, etc. No patents,
tradenames, fictitious business names, trademarks, service marks, copyrights or
other intellectual property is currently used in the operation of the Business
or in connection with the Assets.

12
<PAGE> 16

3.22. Suppliers and Customers. The relations between Seller and
the customers of the Business are good. Seller has no knowledge of any fact
(other than general economic and industry conditions) which indicates that any
of the suppliers supplying products, components, materials or providing use of,
or access to, landfills or disposal sites to Seller intends to cease providing
such items to Seller, nor does Seller have knowledge of any fact (other than
general economic and industry conditions) which indicates that any of the
customers of the Business intends to terminate, limit or reduce its business
relations with Seller relating to the Business.

3.23. Absence of Certain Business Practices. Seller has not
directly or indirectly within the past five years given or agreed to give any
gift or similar benefit to any customer, supplier, governmental employee or
other person who is or may be in a position to help or hinder the Business in
connection with any actual or proposed transaction which (a) might subject
Seller to any damage or penalty in any civil, criminal or governmental
litigation or proceeding, (b) if not given in the past, might have had an
adverse effect on the financial condition, business or results of operations of
the Business, or (c) if not continued in the future, might adversely affect the
financial condition, business or operations of the Business or which might
subject Buyer to suit or penalty in any private or governmental litigation or
proceeding.

3.24. Disclosure Schedules. Any matter disclosed by Seller on any
Schedule to this Agreement shall be deemed to have been disclosed on every other
Schedule that refers to such Schedule by cross reference so long as the nature
of the matter disclosed is obvious from a fair reading of the Schedule on which
the matter is disclosed.

3.25. No Misleading Statements. The representations and
warranties of Seller contained in this Agreement, the Exhibits and Schedules
hereto and all other documents and information furnished to Buyer and its
representatives pursuant hereto are complete and accurate in all material
respects and do not include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements made and to be made not
misleading.

3.26. Accurate and Complete Records. The books, ledgers,
financial records and other records of Seller relating to the Business:

(a) have been made available to Buyer and its agents at
Seller's offices or at the offices of Buyer's attorneys or Seller's
attorneys;

(b) have been, in all material respects, maintained in
accordance with all applicable laws, rules and regulations; and

3.27. Knowledge. Wherever reference is made in this Agreement to
the "knowledge" of Seller, such term means the actual knowledge of Seller or any
management

13
<PAGE> 17

employee of Seller whose duties relate to the Business or any knowledge which
should have been obtained by Seller or such employee upon reasonable inquiry by
a reasonable business person.

3.28. Brokers; Finders. No person has acted directly or
indirectly as a broker, finder or financial advisor for Seller in connection
with the transactions contemplated by this Agreement and no person is entitled
to any broker's, finder's, financial advisory or similar fee or payment in
respect thereof based in any way on any agreement, arrangement or understanding
made by or on behalf of Seller.

3.29. Investment Representations. Seller further represents that:

(a) Seller is an "accredited investor" as defined in
Rule 501(a) under the Securities Act of 1933, as amended (the "Act").
Seller has such knowledge and experience in financial matters, either
alone or with Seller's professional advisors, that she is capable of
evaluating the merits and risks of the investment in the WCI Stock.

(b) Seller is a resident of the State of California.

(c) Seller has had access to such information relating
to WCI as Seller feels is reasonably necessary to make an informed
investment decision with respect to the WCI Stock.

(d) Seller has had the opportunity to ask questions and
receive answers concerning the terms and conditions of the transactions
contemplated by this Agreement and to obtain additional information that
WCI possesses or can obtain without unreasonable effort or expense that
is necessary to verify the accuracy of the information provided.

(e) Seller is acquiring the WCI Stock pursuant to this
Agreement for her own account, not as a nominee or agent. No one else
has any interest, beneficial or otherwise, in any of the WCI Stock.

(f) Seller is able to bear the economic risk of such an
investment in the WCI Stock, is aware that she must be prepared to hold
such WCI Stock for an indefinite period and is aware that the shares of
the WCI Stock have not been registered under the Act, or registered or
qualified under the California Corporate Securities Law of 1968, as
amended, or any other securities law, on the ground, among others, that
no unregistered distribution or public offering of the WCI Stock is to
be effected and that the shares of the WCI stock are being issued by WCI
without any public offering within the meaning of section 4(2) of the
Act.

14
<PAGE> 18

any interest in them, unless and until prior to any proposed
encumbrance, pledge, hypothecation, sale, transfer, assignment or other
disposition, (i) a registration statement on Form S-1 or S-3 (or any
other form appropriate for the purpose or replacing such form) under the
Act with respect to the shares proposed to be transferred or otherwise
disposed of shall be then effective (ii)(a) she shall have furnished WCI
with a detailed statement of the circumstances of the proposed
disposition, and (b) she shall have furnished WCI with an opinion of
counsel or no-action letter issued by the Staff of the Securities and
Exchange Commission ("SEC") (obtained at Seller's expense) in form and
substance satisfactory to WCI to the effect that such disposition will
not require registration of any such WCI Stock under the Act or
qualification of any such shares under any other securities law; or
(iii) Rule 144 is available with respect to such transaction.

(h) Seller understands and agrees that each certificate
or other instrument representing the WCI Stock will bear a legend on the
face thereof (or on the reverse thereof with a reference to such legend
on the face thereof) which legend restricts the sale, transfer or other
disposition of the WCI Stock otherwise than in accordance with Sections
3.30(g) of this Agreement provided, however, that WCI shall, on the
request of Seller, cause such legends to be removed from the
certificates or other instrument evidencing the WCI Stock if Seller has
held such WCI Stock for the period contemplated by Rule 144(k) under the
Act and if Seller is not then and has not been during the three months
preceding such request an affiliate of WCI (as defined in Rule 144 under
the Act).

(i) Seller understands and agrees that the WCI Stock
will be "restricted securities" as that term is defined in Rule 144
under the Act and, accordingly, that the WCI Stock must be held
indefinitely unless subsequently registered under the Act or an
exemption from such registration is available.

(j) Seller hereby agrees that, during the period of
duration specified by WCI and an underwriter of the WCI Stock or other
securities of WCI, following the effective date of a registration
statement filed under the Act for the first public offering of WCI's
Common Stock, she shall not, to the extent requested by WCI and such
underwriter, directly or indirectly sell, offer to sell, contract to
sell (including, without limitation, any short sale), grant any option
to purchase or otherwise transfer or dispose of (other than to donees
who agree to be similarly bound) any securities of WCI held by her at
any time during such period except the WCI Stock included in such
registration; provided, however, that:

(k) all officers and directors of WCI, enter into
similar agreements; and

(l) such market stand-off time period shall not exceed
180 days.

In order to enforce the foregoing covenant, WCI may impose
stop-transfer

15
<PAGE> 19

instructions with respect to the WCI Stock until the end of such period.

4. REPRESENTATIONS AND WARRANTIES OF WCI AND BUYER

WCI and Buyer represent and warrant to Seller that each of the following
representations and warranties is true as of the Closing Date, and agree that
such representations and warranties shall survive the Closing:

4.1. Existence and Good Standing. WCI is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of California.

4.2. No Contractual Restrictions. No provisions exist in any
article, document or instrument to which WCU or WCI is a party or by which WCU
or WCI is bound which would be violated by consummation of the transactions
contemplated by this Agreement.

4.3. Authorization of Agreement. This Agreement has been duly
authorized, executed and delivered by WCI and Buyer, and, subject to the due
authorization, execution and delivery by Seller, constitutes a legal, valid and
binding obligation of WCI and Buyer. Each of WCI and Buyer has full corporate
power, legal right and corporate authority to enter into and perform its
obligations under this Agreement and to carry on the Business as presently
conducted. The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby and the fulfillment of and compliance with
the terms and conditions hereof do not and will not, after the giving of notice,
or the lapse of time or otherwise: (a) violate any provisions of any judicial or
administrative order, award, judgment or decree applicable to Buyer or WCI: (b)
conflict with any of the provisions of the Certificate or Articles of
Incorporation or Bylaws of Buyer or WCI; or (c) conflict with, result in a
breach of or constitute a default under any material agreement or instrument to
which Buyer or WCI is a party or by which either is bound.

4.4. No Misleading Statements. The representations and warranties
of WCI and Buyer contained in this Agreement, the Exhibits and Schedules hereto
and all other documents and information furnished to Seller pursuant hereto are
materially complete and accurate, and do not include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements made and to be made not misleading as of the Closing Date.

5. CLOSING DELIVERIES

At the Closing, the respective parties shall make the deliveries
indicated:

5.1. Buyer's Deliveries.

16
<PAGE> 20

(a) Buyer shall deliver the WCI Stock to Seller.

(b) WCI shall execute and deliver the Second Amended
and Restated Investors' Rights Agreement in the form of Exhibit 5.1(b).

5.2. Seller's Deliveries.

(a) Seller shall deliver to Buyer (and/or its designee)
an executed bill of sale and other instruments of transfer and
conveyance for the full and complete transfer, conveyance, assignment
and delivery to Buyer on the Closing Date of all of Seller's right,
title and interest in and to all of the Assets, accompanied by all third
party consents required with respect thereto, including, without
limitation, written evidence of the release of the liens and
encumbrances with respect to the Assets;

(b) Seller shall deliver to Buyer an executed
assignment or transfer of the Assumed Contracts and Governmental Permits
accompanied by all third party consents required with respect thereto;

(c) Seller shall deliver to Buyer (and/or its designee)
all motor vehicle registrations and ownership documents for the motor
vehicles being acquired by Seller;

(d) Seller shall deliver to Buyer an opinion of counsel
for Seller, dated as of the Closing Date, in substantially the form
attached hereto as Exhibit 5.2(e).

(e) Seller shall execute and deliver such other
documents and instruments as are reasonably requested by WCI or Buyer in
order to consummate the transactions contemplated by this Agreement.

(g) Seller shall execute and deliver the Second Amended
and Restated Investors' Rights Agreement in the form of Exhibit 5.1(b).

6. INDEMNIFICATION

17
<PAGE> 21

from and after the date of this Agreement, against any and all losses, damages,
assessments, fines, penalties, adjustments, liabilities, claims, deficiencies,
costs, expenses (including specifically, but without limitation, reasonable
attorneys' fees and expenses of investigation), expenditures, including, without
limitation, any "ENVIRONMENTAL SITE LOSSES" (as such term is hereinafter
defined) identified by a WCI Indemnitee with respect to each of the following
contingencies until the expiration of the applicable statute of limitations
(all, the "INDEMNITY EVENTS"):

(a) Any misrepresentation, breach of warranty, or
nonfulfillment of any agreement or covenant on the part of Seller
pursuant to the terms of this Agreement or any misrepresentation in or
omission from any Exhibit, Schedule, list, certificate, or other
instrument furnished or to be furnished to WCI or Buyer pursuant to the
terms of this Agreement, regardless of whether, in the case of a breach
of a representation or a warranty, WCI or Buyer relied on the truth of
such representation or warranty or had any knowledge of any breach
thereof.

(b) The design, development, construction or operation
of any "ENVIRONMENTAL SITE" as hereinafter defined, or the installation
or operation of an Underground Storage Tank ("UST") during any period on
or prior to the Closing Date. As used in this Agreement, "Environmental
Site" shall mean any facility, any UST and any other waste storage,
processing, treatment or disposal facility, and any other business site
or any other real property owned, leased, controlled or operated by
Seller or by any predecessor thereof on or prior to the Closing Date and
used in the Business, provided however, as to activities of such
predecessors, only to the extent that Seller had knowledge of such
activities. As used in this Agreement, "ENVIRONMENTAL SITE LOSSES"
shall mean any and all losses, damages (including exemplary damages and
penalties), liabilities, claims, deficiencies, costs, expenses, and
expenditures (including, without limitation, expenses in connection with
site evaluations, risk assessments and feasibility studies) arising out
of or required by an interim or final judicial or administrative decree,
judgment, injunction, mandate, interim or final permit condition or
restriction, cease and desist order, abatement order, compliance order,
consent order, clean-up order, exhumation order, reclamation order or
any other remedial action that is required to be undertaken under
federal, state or local law in respect of operating activities on or
affecting any facility, any UST or any other Environmental Site,
including, but not limited to (x) any actual or alleged violation of any
law or regulation respecting the protection of the environment,
including, but not limited to, RCRA and CERCLA or any other law or
regulation respecting the protection of the air, water and land and (y)
any remedies or violations, whether by a private or public action,
alleged or sought to be assessed as a consequence, directly or
indirectly, of any "RELEASE" (as defined below) of pollutants (including
odors) or Hazardous Substances from any facility, any UST or any other
Environmental Site resulting from activities thereat, whether such
Release is into the air, water (including groundwater) or land and
whether such Release arose before, during or after the Closing Date. The
term "Release" as used herein means any spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,

18
<PAGE> 22

dumping or disposing into the ambient environment.

6.2. Limitations on Seller's Indemnities. The maximum amount
which the Indemnitees can recover as a result of one or more Indemnity Events
pursuant to the provisions hereof for Claims shall not in the aggregate exceed
the Purchase Price.

6.3. Notice of Indemnity Claim.

(a) In the event that any claim ("CLAIM") is hereafter
asserted against or arises with respect to any Indemnitee as to which
such Indemnitee may be entitled to indemnification hereunder, WCI
Indemnitee shall notify Seller (the "INDEMNIFYING PARTY") in writing
thereof (the "CLAIMS NOTICE") within 60 days after (i) receipt of
written notice of commencement of any third party litigation against
such Indemnitee, (ii) receipt by such Indemnitee of written notice of
any third party claim pursuant to an invoice, notice of claim or
assessment, against such Indemnitee, or (iii) such Indemnitee becomes
aware of the existence of any other event in respect of which
indemnification may be sought from the Indemnifying Party (including,
without limitation, any inaccuracy of any representation or warranty or
breach of any covenant). The Claims Notice shall describe the Claim and
the specific facts and circumstances in reasonable detail, and shall
indicate the amount, if known, or an estimate, if possible, of the
losses that have been or may be incurred or suffered by the Indemnitee.

(b) The Indemnifying Party may elect to defend any
Claim for money damages where the cumulative total of all Claims
(including such Claims) do not exceed the limit set forth in Section 6.2
at the time the Claim is made, by the Indemnifying Party's own counsel;
provided, however, the Indemnifying Party may assume and undertake the
defense of such a third party Claim only upon written agreement by the
Indemnifying Party that the Indemnifying Party is obligated to fully
indemnify WCI Indemnitee with respect to such action. WCI Indemnitee may
participate, at WCI's Indemnitee's own expense, in the defense of any
Claim assumed by the Indemnifying Party. Without the written approval of
WCI Indemnitee, which approval shall not be unreasonably withheld, the
Indemnifying Party shall not agree to any compromise of a Claim defended
by the Indemnifying Party.

(c) If, within 30 days of the Indemnifying Party's
receipt of a Claims Notice, the Indemnifying Party shall not have
provided the written agreement required by Section 6.3(b) and elected to
defend the Claims, WCI Indemnitee shall have the right to assume control
of the defense and/or compromise of such Claim, and the costs and
expenses of such defense, including reasonable attorneys' fees, shall be
added to the Claim. The Indemnifying Party shall promptly, and in any
event within 30 days

19
<PAGE> 23

reimburse WCI Indemnitee for the costs of defending the Claim, including
attorneys' fees and expenses.

(d) The party assuming the defense of any Claim shall
keep the other party reasonably informed at all times of the progress
and development of its or their defense of and compromise efforts with
respect to such Claim and shall furnish the other party with copies of
all relevant pleadings, correspondence and other papers. In addition,
the parties to this Agreement shall cooperate with each other and make
available to each other and their representatives all available relevant
records or other materials required by them for their use in defending,
compromising or contesting any Claim. The failure to timely deliver a
Claims Notice or otherwise notify the Indemnifying Party of the
commencement of such actions in accordance with this Section 6.3 shall
not relieve the Indemnifying Party from the obligation to indemnify
hereunder but only to the extent that the Indemnifying Party establishes
by competent evidence that it has been prejudiced thereby.

(e) In the event both the Indemnitee and the
Indemnifying Party are named as defendants in an action or proceeding
initiated by a third party, they shall both be represented by the same
counsel (on whom they shall agree), unless such counsel, the Indemnitee,
or the Indemnifying Party shall determine that such counsel has a
conflict of interest in representing both the Indemnitee and the
Indemnifying Party in the same action or proceeding and the Indemnitee
and the Indemnifying Party do not waive such conflict to the
satisfaction of such counsel.

6.4. Survival of Representations, Warranties and Agreements. The
representations and warranties of the parties contained in this Agreement and in
any certificate, Exhibit or Schedule delivered pursuant hereto, or in any other
writing delivered pursuant to the provisions of this Agreement (the
"REPRESENTATIONS AND WARRANTIES") and the liability of the party making such
Representations and Warranties for breaches thereof shall survive the
consummation of the transactions contemplated hereby. The parties hereto in
executing and delivering and in carrying out the provisions of this Agreement
are relying solely on the representations, warranties, Schedules, Exhibits,
agreements and covenants contained in this Agreement, or in any writing or
document delivered pursuant to the provisions of this Agreement, and not upon
any representation, warranty, agreement, promise or information, written or
oral, made by any persons other than as specifically set forth herein or
therein.

6.5. No Exhaustion of Remedies or Subrogation; Right of Set Off.
Seller waives any right to require any Indemnitee to (i) proceed against any
other person or (iii) pursue any other remedy whatsoever in the power of any
Indemnitee. Buyer may, but shall not be obligated to, set off against any and
all payments due Seller on the Note, any amount to which WCI, Buyer or any other
WCI Indemnitee is entitled to be indemnified hereunder with respect to any
Indemnity Event. Such right of set off shall be separate and apart from any and
all other rights and remedies that the Indemnities may have against Seller or
her successors.

20
<PAGE> 24

7. OTHER POST-CLOSING COVENANTS OF SELLER AND WCI

7.1. Restrictive Covenants. Seller acknowledges that (i) WCI and
Buyer, as the purchasers of the Assets (including the goodwill of the Business),
are and will be engaged in the same business as the Business; (ii) Seller is
intimately familiar with the Business; (iii) the Business is currently conducted
in the State of California and WCI and Buyer, directly and indirectly through
their Affiliates, currently conduct business in California and intend, by
acquisition or otherwise, to expand the Business into other geographic areas of
California where it is not presently conducted; (iv) Seller has had access to
trade secrets of, and confidential information concerning, the Business; (v) the
agreements and covenants contained in this Section 11.1 are essential to protect
the Business and the goodwill being acquired; and (vi) Seller has the means to
support herself and her dependents other than by engaging in a business
substantially similar to the Business and the provisions of this Section 11 will
not impair such ability. Seller covenant and agree as set forth in (a), (b) and
(c) below with respect to the Business:

(a) Non-Compete. For a period commencing on the Closing
Date and terminating five years thereafter (the "RESTRICTED PERIOD"),
Seller shall not, anywhere in the Cities of Chowchilla or Madera,
California or the County of Madera, California, directly or indirectly,
acting individually or as the owners, shareholders, partners, or
employees of any entity, (i) engage in the operation of a solid waste
collection, transporting, disposal and/or composting business, transfer
facility, recycling facility, materials recovery facility or solid waste
landfill; (ii) enter the employ of, or render any personal services to
or for the benefit of, or assist in or facilitate the solicitation of
customers for, or receive remuneration in the form of salary,
commissions or otherwise from, any business engaged in such activities;
or (iii) receive or purchase a financial interest in, make a loan to, or
make a gift in support of, any such business in any capacity, including,
without limitation, as a sole proprietor, partner, shareholder, officer,
director, principal, agent, trustee or lender; provided, however, that
Seller may (x) engage in the operation of a septic system pumping
business; and (y) own, directly or indirectly, solely as an investment,
securities of any business traded on any national securities exchange or
NASDAQ, provided Seller is not a controlling person of, or member of a
group which controls, such business and further provided that Seller
does not, in the aggregate, directly or indirectly, own 2% or more of
any class of securities of such business.

(b) Confidential Information. During the Restricted
Period and thereafter, Seller shall keep secret and retain in strictest
confidence, and shall not use for the benefit of herself or others, all
data and information relating to the Business ("CONFIDENTIAL
INFORMATION"), including without limitation, the existence of and terms
of this Agreement, know-how, trade secrets, customer lists, supplier
lists, details of contracts, pricing policies, operational methods,
marketing plans or strategies, bidding practices and policies, product
development techniques or plans, and technical processes; provided,
however, that the term "Confidential Information" shall not include
information that (i) is or becomes generally available to the public
other than as a result of disclosure

21
<PAGE> 25

by Seller, or (ii) is general knowledge in the solid waste handling and
landfill business and not specifically related to the Business.

(c) Property of the Business. All memoranda, notes,
lists, records and other documents or papers (and all copies thereof)
relating to the Business, including such items stored in computer
memories, on microfiche or by any other means, made or compiled by or on
behalf of Seller or made available to Seller relating to the Business
(other than those relating to the Excluded Assets and the Excluded
Liabilities), but excluding any materials maintained by any attorneys
for Seller prior to the Closing, are and shall be the property of WCI or
Buyer and have been delivered or will be delivered or made available to
WCI or Buyer at the Closing.

(d) Non-Solicitation. Without the consent of WCI, which
may be granted or withheld by WCI in its discretion, Seller shall not
solicit any employees of WCI, Buyer or their Affiliates to leave the
employ of WCI, Buyer or their Affiliates and join Seller in any business
endeavor owned or pursued by Seller.

(e) No Disparagement. From and after the Closing Date,
Seller shall not, in any way to any customer or employee of the Business
or Buyer, denigrate or derogate WCI, Buyer or any of their subsidiaries,
or any officer, director or employee, or any product or service or
procedure of any such company whether or not such denigrating or
derogatory statements shall be true and are based on acts or omissions
which are learned by Seller from and after the date hereof or on acts or
omissions which occur from and after the date hereof, or otherwise. A
statement shall be deemed denigrating or derogatory to any person if it
adversely affects the regard or esteem in which such person or entity is
held by such person. Without limiting the generality of the foregoing,
Seller shall not, directly or indirectly in any way in respect of any
such company or any such directors or officers, communicate with, or
take any action which is adverse to the position of any such company
with any customer or employee of the Business or Buyer. This paragraph
does not apply to the extent that testimony is required by legal
process, provided that WCI has received not less than five
days' prior written notice of such proposed testimony, or such lesser
actual notice as Seller shall have.

7.2. Rights and Remedies Upon Breach. If Seller breachs, or
threatens to commit a breach of, any of the provisions of Section 11.1(a), (b)
or (d) herein (the "RESTRICTIVE COVENANTS"), WCI and Buyer shall have the
following rights and remedies, each of which rights and remedies shall be
independent of the others and severally enforceable, and each of which is in
addition to, and not in lieu of, any other rights and remedies available to
Buyer at law or in equity:

22
<PAGE> 26

adequate remedy to Buyer. Accordingly, in addition to any other rights
or remedies, WCI and Buyer shall be entitled to injunctive relief to
enforce the terms of the Restrictive Covenants and to restrain Seller
from any violation thereof.

(b) Accounting. The right and remedy to require Seller
to account for and pay over to WCI or Buyer all compensation, profits,
monies, accruals, increments or other benefits derived or received by
Seller as the result of any transactions constituting a breach of the
Restrictive Covenants.

(c) Severability of Covenants. Seller acknowledges and
agrees that the Restrictive Covenants are reasonable and valid in
geographical and temporal scope and in all other respects. If any court
determines that any of the Restrictive Covenants, or any part thereof,
is invalid or unenforceable, the remainder of the Restrictive Covenants
shall not thereby be affected and shall be given full effect, without
regard to the invalid portions.

(d) Blue-Penciling. If any court determines that any of
the Restrictive Covenants, or any part thereof, is unenforceable because
of the duration or geographic scope of such provision, such court shall
reduce the duration or scope of such provision, as the case may be, to
the extent necessary to render it enforceable and, in its reduced form,
such provision shall then be enforced.

(e) Enforceability in Jurisdiction. WCI, Buyer and
Seller intend to and hereby confer jurisdiction to enforce the
Restrictive Covenants upon the courts of any jurisdiction within the
geographic scope of the Restrictive Covenants. If the courts of any one
or more of such jurisdictions hold the Restrictive Covenants
unenforceable by reason of the breadth of such scope or otherwise, it is
the intention of WCI, Buyer and Seller that such determination not bar
or in any way affect Buyer's right to the relief provided above in the
courts of any other jurisdiction within the geographic scope of the
Restrictive Covenants as to breaches of such covenants in such other
respective jurisdictions, such covenants as they relate to each
jurisdiction being, for this purpose, severable into diverse and
independent covenants.

7.3. Release of Guaranties. WCI shall use reasonable efforts to
obtain the termination and release promptly after the Closing Date of the
personal guaranties of the Shareholder listed on Schedule 7.3, all of which
relate to indebtedness of Seller included in the Financial Statements as of the
Balance Sheet Date, or Buyers shall indemnify the Shareholder and hold him
harmless from and against all losses, expenses or claims by third parties to
enforce or collect indebtedness owed by Seller as of the Closing Date which is
personally guaranteed by the Shareholder pursuant to such guaranties. The
Shareholder may notify the obligees under such guaranties that he have
terminated his obligations under such guaranties. The Shareholder shall
cooperate with WCI in obtaining such releases.

7.4. Access to Financial Statements and Records. For three years
from the

23
<PAGE> 27

Closing Date, if necessary for Buyers to obtain financing, Seller shall allow
Buyer or Buyer's designee to read and audit Seller's financial statements and
accounting records for the period of January 1, 1995, through the Closing Date.
Buyers shall assume any costs of such audit.

8. GENERAL

8.1. Additional Conveyances. Following the Closing, Seller and
Buyer shall each deliver or cause to be delivered at such times and places as
shall be reasonably agreed upon such additional instruments as Buyer or Seller
may reasonably request for the purpose of carrying out this Agreement. Seller
will cooperate with WCI and Buyer on and after the Closing Date in furnishing
information, evidence, testimony and other assistance in connection with any
actions, proceedings or disputes of any nature with respect to matters
pertaining to all periods prior to the date of this Agreement.

8.2. Assignment. This Agreement shall be binding on and shall
inure to the benefit of the parties hereto, the successors or assigns of WCI,
Buyer and Seller and Seller's heirs, legal representatives or assigns; provided,
however, that any such assignment shall be subject to the terms of this
Agreement and shall not relieve the assignor of its or his responsibilities
under this Agreement. Buyer may assign some or all of their rights hereunder to
another affiliate of WCI.

8.3. Public Announcements. Except as required by law, Seller
shall not make any public announcement or filing with respect to the
transactions provided for herein without the prior written consent of WCI.

8.4. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

8.5. Notices. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given if in writing
and either delivered personally, sent by facsimile transmission or by air
courier service, or mailed by postage prepaid registered or certified U.S. mail,
return receipt requested, to the addresses designated below or such other
addresses as may be designated in writing by notice given hereunder, and shall
be effective upon personal delivery or facsimile transmission thereof or upon
delivery by registered or certified U.S. mail or one business day following
deposit with an air courier service:

If to Seller: Charles B. Youngclaus
37206 Cloverleaf
Madera, California 93638

With a copy to: Steven R. Mortimer, Esq.
Mortimer & Elgin
110 North D Street

24
<PAGE> 28

Madera, California 93638

If to Buyer: Waste Connections, Inc.
2260 Douglas, Suite 280
Roseville, California 95661
Attention: Ronald J. Mittelstaedt

With a copy to: Robert D. Evans, Esq.
Shartsis, Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, California 94111

8.6. Attorneys' Fees. In the event of any dispute or controversy
between WCI or Buyer on the one hand and Seller on the other hand relating to
the interpretation of this Agreement or to the transactions contemplated hereby,
the prevailing party shall be entitled to recover from the other party
reasonable attorneys' fees and expenses incurred by the prevailing party. Such
award shall include post-judgment attorney's fees and costs.

8.7. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California without regard
to its conflict of laws provisions.

8.8. Payment of Fees and Expenses. Whether or not the
transactions herein contemplated shall be consummated, each party hereto will
pay its own fees, expenses and disbursements incurred in connection herewith and
all other costs and expenses incurred in the performance and compliance with all
conditions to be performed hereunder.

8.9. Incorporation by Reference. All Schedules and Exhibits
attached hereto are incorporated herein by reference as though fully set forth
at each point referred to in this Agreement.

8.10. Captions. The captions in this Agreement are for
convenience only and shall not be considered a part hereof or affect the
construction or interpretation of any provisions of this Agreement.

8.11. Number and Gender of Words. Whenever the singular number is
used herein, the same shall include the plural where appropriate, and shall
apply to all of such number, and to each of them, jointly and severally, and
words of any gender shall include each other gender where appropriate.

25
<PAGE> 29

may be modified or amended only by a written instrument executed by Seller, WCI
and Buyer acting through their officers, thereunto duly authorized.

8.13. Waiver. No waiver by any party hereto at any time of any
breach of, or compliance with, any condition or provision of this Agreement to
be performed by any other party hereto may be deemed a waiver of similar or
dissimilar provisions or conditions at the same time or at any prior or
subsequent time.

8.14. Construction. The language in all parts of this Agreement
must be in all cases construed simply according to its fair meaning and not
strictly for or against any party. Unless expressly set forth otherwise, all
references herein to a "day" are deemed to be a reference to a calendar day. All
references to "business day" mean any day of the year other than a Saturday,
Sunday or a public or bank holiday in California. Unless expressly stated
otherwise, cross-references herein refer to provisions within this Agreement and
are not references to the overall transaction or to any other document.

9. GLOSSARY. The definitions of the terms used below can be found at the
Section indicated:

<TABLE>
<CAPTION>
Term Section
- ---- -------
<S> <C>
Affiliate 3.9.
Assumed Contracts 1.1.(b)
Average Closing Price 1.4.
Balance Sheet Date 3.5.
Business First Recital
Buyer Parties
Claim 6.3.(a)
Claims Notice 6.3.(a)
Closing 2.
Closing Date 2.
Closing Date Debt 3.19.
Confidential Information 7.1.(b)
Environmental Laws 3.20.
Environmental Site 6.1.(b)
Environmental Site Losses 6.1.(b)
Excluded Assets 3.2.
Excluded Liabilities 1.3.
Facility 3.8.(c)
Facilities 3.8.(c)
Facility Property 3.8.(c)(iii)
Financial Statements 3.5.
Governmental Permits 3.8.(a)
Hazardous Material 3.20.(e)

</TABLE>

26
<PAGE> 30

<TABLE>
<S> <C>
Hazardous Waste 3.20.(e)
Indemnifying Party 6.3.(a)
Indemnitees 6.1.
Indemnity Events 6.1.
Laws 3.20.
RCRA 3.20.(a)
Records, Notifications and Reports 3.8.(b)
Release 6.1.(b)
Representations and Warranties 6.4.
Required Governmental Consents 3.8.(a)
Restrictive Covenants 7.2.
Restricted Period 7.1.(a)
SEC 3.29(g)
Seller Parties
Shares 1.4.
WCI Parties
WCI Stock 1.4.

</TABLE>

27
<PAGE> 31

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
persons thereunto duly authorized as of the date first above written.

SELLER: _____________________________________
Charles B. Youngclaus

WCI: Waste Connections, Inc.

By:________________________________
Ronald J. Mittelstaedt
President, Chief Executive
Officer and Chairman

BUYER: Madera Disposal Systems, Inc.

By:________________________________
Ronald J. Mittelstaedt
President

<PAGE> 1
Exhibit 10.42

ASSET PURCHASE AGREEMENT

Dated as of September 21, 1998, by and among

Waste Connections, Inc.
Waste Connections of Utah, Inc.
Country Garbage Service Inc.
Jay Mecham
Karl Bankowski
Robert Lopez

<PAGE> 2

TABLE OF CONTENTS

1. PURCHASE AND SALE OF ASSETS........................................................ 1
1.1. Sale and Transfer of Assets................................................ 1
1.2. Assumption by Buyer of Certain Contracts................................... 2
1.3. Excluded Liabilities....................................................... 2
1.6. Certain Taxes.............................................................. 3
1.7. Allocation of Purchase Price............................................... 3

2. CLOSING TIME AND PLACE............................................................. 3

3. REPRESENTATIONS AND WARRANTIES OF SELLER AND THE
SHAREHOLDERS....................................................................... 4
3.1. Standing and Authority for the Business.................................... 4
3.2. All Assets Being Acquired.................................................. 4
3.3. Authority for Agreement.................................................... 4
3.4. No Breach or Default....................................................... 4
3.5. [INTENTIONALLY OMITTED].................................................... 5
3.6. Liabilities................................................................ 5
3.7. Conduct of the Business.................................................... 5
3.8. Permits and Licenses....................................................... 5
3.9. Affiliate.................................................................. 7
3.12. Contracts and Agreements; Adverse Restrictions............................. 8
3.13. Personnel.................................................................. 8
3.14. Benefit Plans and Union Contracts.......................................... 8
3.15. Taxes...................................................................... 10
3.16. Copies Complete; Consents and Approvals.................................... 10
3.17. Customers, Billings, Current Receipts and Receivables...................... 10
3.18. Brokers; Finders........................................................... 11
3.19. Closing Date Debt.......................................................... 11
3.20. Compliance With Laws....................................................... 11
3.21. Patents, Trademarks, Trade Names, etc...................................... 12
3.22. Assets, etc., Necessary to the Business.................................... 12
3.23. Suppliers and Customers.................................................... 12
3.24. Absence of Certain Business Practices...................................... 12
3.25. Disclosure Schedules....................................................... 13
3.26. No Misleading Statements................................................... 13
3.27. Accurate and Complete Records.............................................. 13
3.28. Knowledge.................................................................. 13
3.29. Investment Representations................................................. 13
</TABLE>

<PAGE> 3

<TABLE>
<CAPTION>
Page
<S> <C> <C>
4. REPRESENTATIONS AND WARRANTIES OF WCI AND BUYER.................................... 15
4.1. Existence and Good Standing................................................ 15
4.2. No Contractual Restrictions................................................ 15
4.3. Authorization of Agreement................................................. 15
4.4. Status of Shares........................................................... 15
4.5. No Misleading Statements................................................... 16

5. CLOSING DELIVERIES................................................................. 16
5.1. WCI's and Buyer's Deliveries............................................... 16
5.2. Seller's Deliveries........................................................ 16

6. ADDITIONAL COVENANTS OF WCI, BUYER, AND SELLER..................................... 17
6.1. Confidentiality............................................................ 17
6.2. Brokers and Finders Fees................................................... 17
6.3. Consents................................................................... 17

7. INDEMNIFICATION.................................................................... 17
7.1. Indemnity by Seller, the Shareholders...................................... 17
7.2. Limitations on Seller's and the Shareholders' Indemnities.................. 18
7.3. Notice of Indemnity Claim.................................................. 18
7.4. Survival of Representations, Warranties and Agreements..................... 20
7.5. No Exhaustion of Remedies or Subrogation; Right of Set Off................. 20

8. OTHER POST-CLOSING COVENANTS OF SELLER, THE
SHAREHOLDERS, WCI AND BUYER........................................................ 20
8.1. Restrictive Covenants...................................................... 20
8.2. Rights and Remedies Upon Breach............................................ 22

9. GENERAL............................................................................ 23
9.1. Additional Conveyances..................................................... 23
9.2. Assignment................................................................. 23
9.3. Public Announcements....................................................... 23
9.4. Counterparts............................................................... 24
9.5. Notices.................................................................... 24
9.6. Attorneys' Fees............................................................ 24
9.7. Applicable Law............................................................. 24
9.8. Payment of Fees and Expenses............................................... 24
9.9. Incorporation by Reference................................................. 25
9.10. Captions................................................................... 25
9.11. Number and Gender of Words................................................. 25
9.12. Entire Agreement........................................................... 25
9.13. Waiver..................................................................... 25
</TABLE>

<PAGE> 4

9.14. Construction............................................................... 25

</TABLE>

iii

<PAGE> 5

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of September __, 1998, entered into
by and among Waste Connections, Inc., a Delaware corporation ("WCI"), Waste
Connections of Utah, Inc., a Delaware corporation ("BUYER"), Country Garbage
Service Inc., a Utah corporation ("SELLER"), and Jay Mecham, Karl Bankowski and
Robert Lopez (the "SHAREHOLDERS").

WHEREAS, Seller is engaged in the collection and transportation of solid
waste in Cities of Levan, Mona, Santaquin, Rocky Ridge and Moab City, Utah, and
in certain unincorporated areas in Salt Lake, Utah and Tuab Counties, Utah, and
other related activities (collectively, the "BUSINESS");

WHEREAS, the Shareholders own all of the issued and outstanding Capital
Stock of the Seller; and

WHEREAS, Buyer wishes to purchase, and Seller wishes to sell certain
assets that are necessary to operate the Business;

1. PURCHASE AND SALE OF ASSETS.

(a) the trucks and containers used primarily in connection
with the ownership,operation and management of the Business;

(b) all contracts, leases, agreements, customer accounts,
commitments and arrangements specifically identified in Schedule 3.12(a)
as contracts contemplated to be assumed by Buyer pursuant to this
Agreement (the "ASSUMED CONTRACTS");

(c) all permits, licenses, titles (including motor vehicle
titles and current registrations), fuel permits, zoning and land use
approvals and authorizations, including, without limitation, any
conditional or special use approvals or zoning variances, occupancy
permits, and any other similar documents from any and all governmental
authorities constituting a material authorization or entitlement or
otherwise material to the operation or management of the Business owned
by, issued to, or held by or otherwise benefiting Seller (the
"GOVERNMENTAL PERMITS");

<PAGE> 6

(d) all customer lists of Seller relating to the Business;

(e) the logos, trade names, fictitious business names and
service marks of Seller, including without limitation, the right to use
the name "Country Garbage Service";

(f) the goodwill of the Business;

(g) all guarantees, warranties, indemnities and similar
rights in favor of Seller with respect to any of the Assets and all
books and records primarily in connection with the operation of the
Business; and

(h) All operating and financial records relating to the
Business, including without limitation all ledgers, books of account,
deprecation schedules, inventory information, records relating to
payables and receivables, cancelled checks, bank statements, equipment
records, maintenance records, disposal records and information
concerning customers.

Notwithstanding the foregoing, Buyer shall not acquire any of the assets listed
on Schedule 3.2 (the "EXCLUDED ASSETS").

1.2. Assumption by Buyer of Certain Contracts. Buyer hereby
assumes and agrees to pay, perform and discharge in a timely manner, effective
the day after the Closing Date all of the obligations and commitments of Seller
accruing after the Closing Date under or with respect to each Assumed Contract,
but not including any obligation or liability for any breach thereof occurring
on or prior to the Closing Date.

1.3. Excluded Liabilities. Notwithstanding the provisions of
Section 1.2 or any other provision hereof or any Schedule or Exhibit hereto and
regardless of any disclosure to Buyer, Buyer shall not assume or be bound by any
other duties, responsibilities, obligations, indebtedness or other liabilities
of Seller or to which Seller or any of the Assets or the Business may be bound
or affected, of whatever kind or nature, whether known, unknown, contingent or
otherwise, arising before, on or after the Closing Date (including without
limitation trade payables and taxes arising from the operation of the Business
or the sale of the Assets) except, as to obligations and liabilities arising
after the Closing Date only, those obligations and liabilities expressly assumed
by Buyer pursuant to Section 1.2 (the "EXCLUDED LIABILITIES").

1.4. Purchase Price. The purchase price (the "PURCHASE PRICE")
for the Assets shall be Four Hundred Fifty Thousand Dollars ($450,000), (i)
minus the Closing Date Debt. The Purchase Price shall be paid as provided in
Section 1.5.

1.5. Payment of Purchase Price. The Purchase Price shall be
payable as follows:

2
<PAGE> 7

(a) Two Hundred Twenty-Five Thousand Dollars ($225,000),

minus the Closing Date Debt, in cash to the Seller at the
Closing by wire transfer or check payable in clearinghouse
funds. WCI shall pay the Closing Date Debt by wire transfer to
the holders of such debt.

(b) A number of shares (the "SHARES") of the WCI's Common
Stock, $0.01 par value (the "WCI STOCK"), which shall be
delivered by WCI to the Shareholders at the Closing determined as
follows: The number of Shares shall be an amount equal to one
million One Hundred Fifty-Five Thousand Dollars ($225,000)
divided by the Average Closing Price (as hereinafter defined).
The Average Closing Price (the "AVERAGE CLOSING PRICE") is the
average of the closing price of WCI Stock as quoted on the NASDAQ
Stock Market for the five (5) successive trading days for which a
closing price is quoted ending on the fifth trading day prior to
the Closing Date. The Average Closing Price and the number of
shares of WCI Stock to be delivered at the Closing shall be
appropriately adjusted in the event of any change in WCI Stock
between the first day for which a closing price is quoted in
determining the Average Closing Price and the Closing Date,
including without limitation any stock dividend, stock split,
reverse stock split, recapitalization, reorganization, merger or
consolidation. WCI shall not be obligated to issue any fractional
shares of WCI Stock, but shall instead pay the Shareholders cash
in lieu of any fractional share equal to the Average Closing
Price multiplied by the fraction of a share of WCI Stock that
would otherwise be issued;

1.6. Certain Taxes. Seller shall pay any and all sales, use,
excise, transfer and conveyance taxes payable or assessable in connection with
or as a result of the transfer of the Assets under the terms of this Agreement
and the transactions contemplated hereby. Buyer shall not be responsible for any
business, occupation, withholding, possessory interest or similar tax or
assessment or any other tax or fee of any kind relating to any period on or
prior to the Closing Date with respect to Seller, the Assets or the ownership,
operation or management of the Business.

1.7. Allocation of Purchase Price. Ten Thousand Dollars ($10,000)
of the Purchase Price shall be allocated to the covenant not to compete
described in Section 7.1(a).

2. CLOSING TIME AND PLACE

Subject to the terms and conditions of this Agreement, the closing of
the transactions contemplated herein (the "CLOSING") shall take place at such
time on September __, 1998 (the "CLOSING DATE"), at the offices of Shartsis,
Friese & Ginsburg LLP, in San Francisco, California, or through an exchange of
consideration and signed documents using overnight courier service. At the
Closing, Buyer and Seller shall deliver to each other the documents, instruments
and other items described in Section 5 of this Agreement. For financial
reporting

3
<PAGE> 8

purposes, the Closing will be deemed effective September 1, 1998.

3. REPRESENTATIONS AND WARRANTIES OF SELLER AND THE
SHAREHOLDERS

Seller and the Shareholders, jointly and severally, (i) represent and
warrant that each of the following representations and warranties is true as of
the Closing Date, and (ii) agree that such representations and warranties shall
survive the Closing.

3.1. Standing and Authority for the Business. Seller is duly
organized, validly existing and in good standing under the laws of the State of
Utah. Seller has full power and authority to own and lease the Assets and to
carry on the Business as now conducted. Seller is not required to be qualified
or licensed to conduct business as a foreign company in any other jurisdiction
where the failure to qualify would have a material adverse effect on the Seller.

3.2. All Assets Being Acquired. The Assets being acquired by
Buyer hereunder constitute all of the assets of Seller used and necessary to
conduct and operate the Business as presently conducted and operated (other than
certain assets set forth on Schedule 3.2, which are the Excluded Assets).

3.3. Authority for Agreement. Seller and each of the Shareholders
have full right, power and authority to enter into this Agreement and to perform
its or his obligations hereunder. The execution and delivery of this Agreement
by Seller has been duly authorized by Seller's managers and/or members. This
Agreement has been duly and validly executed and delivered by Seller and each of
the Shareholders and, subject to the due authorization, execution and delivery
by WCI and Buyer, constitutes the legal, valid and binding obligation of Seller
and each of the Shareholders, enforceable against Seller and each of the
Shareholders in accordance with its terms.

3.4. No Breach or Default. Except as disclosed on Schedule 3.4,
the execution and delivery by Seller and each of the Shareholders of this
Agreement, and the consummation by Seller and each of the Shareholders of the
transactions contemplated hereby, will not:

(a) result in the breach of any of the terms or conditions
of, or constitute a default under, or allow for the acceleration or
termination of, or in any manner release any party from any obligation
under, any mortgage, lease, note, bond, indenture, or material contract,
agreement, license or other instrument or obligation of any kind or
nature to which Seller or any of the Shareholders is a party, or by
which Seller or the Assets, are or may be bound or affected; or

4
<PAGE> 9

(d) violate any agreements to which any Shareholder is a
party relating to the Assets and the Business.

3.5. [INTENTIONALLY OMITTED]

3.6. Liabilities. There are no material liabilities related to
the Assets, except those described on Schedule 3.6, Part I hereto. There are no
claims, suits or proceedings pending against the Seller relating to the Assets,
except those described on Schedule 3.6, Part II hereof. There are no liens,
claims, or encumbrances secured by any of the Assets, except those listed on
Schedule 3.6, Part III hereof. Part IV of Schedule 3.6 lists, as of the Closing
Date and to the extent not otherwise included in Part I or Part III of Schedule
3.6, all real property and material personal property leasehold interests to
which Seller are a party as lessor or lessee relating to the Business or
affecting or relating to any Facility Property (as described in Section 3.8),
including a description of the nature and principal terms of such leasehold
interest and the identity of the other party thereto.

3.7. Conduct of the Business. Except as set forth on Schedule
3.7, since the August 24, 1998 (the "LETTER OF INTENT DATE") and prior to the
Closing:

(a) The Business has been conducted only in the ordinary
course of business consistent with past practices; and

3.8. Permits and Licenses.

5
<PAGE> 10

Seller or Buyer must obtain consent (the "REQUIRED GOVERNMENTAL
CONSENTS") in order to effect a direct or indirect transfer of the
Governmental Permits required as a result of the consummation of the
transactions contemplated by this Agreement. Except as set forth on
Schedule 3.8(a), all of the Governmental Permits enumerated and listed
on Schedule 3.8(a) are and will be adequate for the operation of the
Business of Seller and of each Facility Property as presently operated
and are valid and in full force and effect. All of said Governmental
Permits and agreements have been duly obtained and are in full force and
effect, and there are no proceedings pending or, to the knowledge of
Seller, threatened which may result in the revocation, cancellation,
suspension or adverse modification of any of the same. Seller has no
knowledge of any reason why all such Governmental Permits and agreements
will not remain in effect after consummation of the transactions
contemplated hereby.

(b) As part of Schedule 3.8(a), Seller has delivered to
Buyer: (i) all records, notifications, reports, permit and license
applications, engineering and geologic studies, and environmental impact
reports, tests or assessments (collectively, "RECORDS, NOTIFICATIONS AND
REPORTS") that (A) are material to the operation of the Business, or (B)
relate to the discharge or release of materials into the environment
and/or the handling or transportation of waste materials or hazardous or
toxic substances or otherwise relate to the protection of the public
health or the environment, or (C) were filed with or submitted to
appropriate governmental agencies during the past five years by Seller
or their agents, and (ii) all material notifications from such
governmental agencies to Seller or their agents in response to or
relating to any of such Records, Notifications and Reports.

(c) Schedule 3.8(c) lists, as of the Closing Date, each
facility leased, operated or otherwise used by Seller for the Business,
the lease, operation or use of which is being transferred to, assumed by
or otherwise acquired directly or indirectly by Buyer pursuant to this
Agreement (each, a "FACILITY" and collectively, the "FACILITIES").
Except as otherwise disclosed on Schedule 3.8(c):

(i) Each Facility is fully licensed, permitted and
authorized to carry on its current business under all applicable
federal, state and local statutes, orders, approvals, zoning or
land use requirements, rules and regulations and no Facility is a
non-conforming use or otherwise subject to any restrictions
regarding reconstruction.

(ii) All activities and operations at each Facility
are being and have been conducted in compliance in all material
respects with the requirements, criteria, standards and
conditions set forth in all applicable federal, state and local
statutes, orders, approvals, permits, zoning or land use
requirements and restrictions, variances, licenses, rules and
regulations.

(iii) Each Facility is located on real property
owned or leased by

6
<PAGE> 11

Seller (each a "FACILITY PROPERTY"). The Facility Properties
leased by Seller consist only of one parcel where the Business
offices are located and two parcels where Seller's trucks and
equipment are stored.

(iv) To Seller's knowledge, there are no
circumstances, conditions or reasons which are likely to be the
basis for revocation or suspension of any Facility's site
assessments, permits, licenses, consents, authorizations, zoning
or land use permits, variances or approvals relating to any
Facility owned by Seller, any of the Shareholders or any
Affiliate (as hereinafter defined) of any of the Shareholders
and leased to Seller to be used in the Business after the
Closing, and to the knowledge of Seller there are no
circumstances, conditions or reasons which are likely to be the
basis for revocation or suspension of any site assessments,
permits, licenses, consents, authorizations, zoning or land use
permits, variances or approvals relating to any such Facility.

(d) Seller does not currently own, operate or control, and
has never in the past owned, operated or controlled, any landfill or treatment,
storage or disposal facility.

3.9. Affiliate. For purposes of this Agreement, the term
"AFFILIATE" means, with respect to any person, any person that directly or
indirectly through one or more intermediaries controls, or is controlled by, or
is under common control with such person, and in the case of Seller includes
each Seller's father, mother, grandfather, grandmother, brothers, sisters,
children and grandchildren, and in the case of a trust includes the grantors,
trustees and beneficiaries of the trust.

3.10. Fixed Assets.

(a) Schedule 3.10(a) lists, as of the Closing Date,
substantially all the fixed assets (other than real estate) of Seller
used in the Business, including, without limitation, identification of
each vehicle by description and serial number, identification of
machinery, equipment and general descriptions of parts, supplies and
inventory. Except as described on Schedule 3.10(a), all of Seller's
containers, vehicles, machinery and equipment necessary for the
operation of the Business are in good working order and condition,
normal wear and tear excepted, and all of the motor vehicles and other
rolling stock of Seller are in material compliance with all applicable
laws, rules and regulations. All such vehicles, machinery and equipment
are substantially fit for the purposes for which they are utilized and
are free from defects which could cause them to fail. All leases of
fixed assets are in full force and effect and binding upon the parties
thereto; neither Seller nor any other party to such leases is in breach
of any of the material provisions thereof.

(b) Seller has good, valid and marketable title to all
personal properties and assets, tangible and intangible, actually used
or necessary for the conduct of the Business, free of any encumbrance or
charge of any kind except: (i) liens for current taxes

7
<PAGE> 12

not yet due; and (ii) minor imperfections of title and encumbrances, if
any, that are not substantial in amount, do not materially detract from
the value of the property subject thereto, do not materially impair the
value of the Business or the Assets, and have arisen only in the
ordinary course of business and consistent with past practice. There are
and as of the Closing Date will be no leases, occupancy agreements,
options, rights of first refusal or any other agreements or
arrangements, either oral or written, that create or confer in any
person or entity the right to acquire, occupy or possess, now or in the
future, any Assets, or any portion thereof, or create in or confer on
any person or entity any right, title or interest therein or in any
portion thereof.

3.11. Acquisition/Disposal of Assets. Except as indicated on
Schedule 3.11, since the Letter of Intent Date, Seller has not acquired or sold
or otherwise disposed of any properties or assets which, singly or in the
aggregate, have a value in excess of $5,000, or which are material to the
operation of the Business as presently conducted.

3.12. Contracts and Agreements; Adverse Restrictions; Judgments,
Orders, Etc.

(a) Schedule 3.12(a) lists, as of the Closing Date, and
includes copies of, all insurance policies, material contracts and
agreements relating to the Business to which Seller is a party or by
which any of the Assets is bound (including,but not limited to, joint
venture or partnership agreements, contracts with any labor
organizations, promissory notes, loan agreements, bonds, mortgages,
deeds of trust, liens, pledges, conditional sales contracts or other
security agreements) (the "Assumed Contracts"). Except as disclosed on
Schedule 3.12(a), all such contracts and agreements included in Schedule
3.12(a) are and on the Closing Date shall be in full force and effect
and binding upon the parties thereto. Except as described or cross
referenced on Schedule 3.12(a), neither Seller nor, to Seller's or any
of the Shareholders' knowledge, any other parties to such contracts and
agreements is in breach thereof, and none of the parties has threatened
to breach any of the material provisions thereof or notified Seller or
any of the Shareholders of a default thereunder, or exercised any
options thereunder.

(b) Except as set forth on Schedule 3.12(b), there is no
outstanding judgment, order, writ, injunction or decree against Seller,
the result of which could materially adversely affect Seller, the
Business or any of the Assets, nor has Seller been notified that any
such judgment, order, writ, injunction or decree has been requested.

3.13. Personnel. Schedule 3.13 is a complete list, as of the
Closing Date,of all employees (by type or classification) of Seller relating to
the Business and their respective rates of compensation, including (i) the
portions thereof attributable to bonuses, (ii) any other salary, bonus, equity
participation, or other compensation arrangement made with or promised to any of
them, and (iii) copies of all employment agreements with employees. Schedule
3.13 also lists the driver's license number for each driver of motor vehicles
used in the Business.

3.14. Benefit Plans and Union Contracts.

8
<PAGE> 13

(a) Schedule 3.14(a) is a complete list as of the Closing
Date, and includes complete copies, of all employee benefit plans and
agreements currently maintained or contributed to by Seller relating to
the Business, including employment agreements and any other agreements
containing "golden parachute" provisions, retirement plans, welfare
benefit plans and deferred compensation agreements, together with copies
of such plans, agreements and any trusts related thereto, and
classifications of employees covered thereby as of the Closing Date.
Except for the employee benefit plans described on Schedule 3.14(a),
Seller has no other pension, profit sharing, deferred compensation, or
other employee benefit plans or arrangements with any party. Except as
disclosed on Schedule 3.14(a), all employee benefit plans listed on
Schedule 3.14(a) are fully funded and in substantial compliance with all
applicable federal, state and local statutes, ordinances and
regulations. All such plans that are intended to qualify under Section
401(a) of the Internal Revenue Code have been determined by the Internal
Revenue Service to be so qualified, and copies of such determination
letters are included as part of Schedule 3.14(a). All reports and other
documents required to be filed with any governmental agency or
distributed to plan participants or beneficiaries (including , but not
limited to, actuarial reports, audits or tax returns) have been timely
filed or distributed, and copies thereof are included as part of
Schedule 3.14(a). All employee benefit plans listed on such Schedule
have been operated in accordance with the terms and provisions of the
plan documents and all related documents and policies. Seller has not
incurred any liability for excise tax or penalty due to the Internal
Revenue Service or U.S. Department of Labor nor any liability to the
Pension Benefit Guaranty Corporation for any employee benefit plan, nor
have Seller, nor party-in-interest or disqualified person, engaged in
any transaction or other activity which would give rise to such
liability. Seller has not participated in or made contributions to any
"multi-employer plan" as defined in the Employee Retirement Income
Security Act of 1974 ("ERISA"), nor would Seller be subject to any
withdrawal liability with respect to such a plan if any such employer
withdrew from such a plan immediately prior to the Closing Date. No
employee pension benefit plan is under funded on a termination basis as
of the date of this Agreement.

9
<PAGE> 14

employees of Seller relating to the Business not currently subject to a
collective bargaining agreement; except as set forth on Schedule
3.14(b), the Business has not experienced any work stoppage or material
labor difficulty; the union contracts or other agreements delivered as
part of Schedule 3.14(b) constitute all agreements with the unions or
other collective bargaining groups relating to the Business, and there
are no other arrangements or established practices relating to the
employees covered by any collective bargaining agreement; and Schedule
3.14(b) contains as of the Closing Date a list of all arbitration or
grievance proceedings relating to the Business that have occurred since
the Letter of Intent Date. No one has petitioned within the last five
years, and no one is now petitioning, for union representation of any
employees of Seller relating to the Business. Seller has not experienced
any labor strike, slow-down, work stoppage, or other job action during
the last five years relating to the Business.

3.15. Taxes.

(a) Seller has timely filed all requisite federal, state,
local and other tax and information returns due for all fiscal periods
ended on or before the Closing Date. All such returns are accurate and
complete. Except as set forth on Schedule 3.15, there are no open years,
examinations in progress, extensions of any statute of limitations or
claims against Seller relating to federal, state, local or other taxes
(including penalties and interest) for any period or periods prior to
and including the Closing Date and no notice of any claim for taxes has
been received. Copies of (i) any tax examinations, (ii) extensions of
statutory limitations and (iii) the federal income, and state franchise,
income and sales tax returns of Seller for the last three fiscal years
are attached as part of Schedule 3.15. Seller has not been contacted by
any federal, state or local taxing authority regarding a prospective
examination.

(b) Except as set forth on Schedule 3.15 (which schedule
also includes the amount due) Seller has duly paid all taxes and other
related charges required to be paid prior to the Closing Date. The
reserves for taxes contained in the Financial Statements are adequate to
cover the tax liability of Seller as of the Closing Date.

(c) Seller has withheld all required amounts from their
employees for all pay periods in full and complete compliance with the
withholding provisions of applicable federal, state and local laws. All
required federal, state and local and other returns with respect to
income tax withholding, social security, and unemployment taxes have
been duly filed by Seller for all periods for which returns are due, and
the amounts shown on all such returns to be due and payable have been
paid in full.

3.16. Copies Complete; Consents and Approvals. Except as
disclosed on Schedule 3.16, the copies of all leases, instruments, agreements,
licenses, permits, certificates or other documents that have been delivered to
Buyer in connection with the transactions contemplated hereby are complete and
accurate as of the Closing Date and are true and correct copies of the originals
thereof. None of such leases, instruments, agreements, licenses, permits,

10
<PAGE> 15

certificates or other documents requires notice to, or consent or approval of,
any governmental agency or other third party to any of the transactions
contemplated hereby, except such consents and approvals as are listed on
Schedule 3.16, all of which will have been obtained prior to the Closing Date.

3.17. Customers, Billings, Current Receipts and Receivables.
Schedule 3.17 is a current, accurate and complete list of, and includes the
customers of the Business that Seller serves on an ongoing basis, including
name, location and current billing rate, as of the Closing Date. Since the
Letter of Intent Date, Seller has not lost any customers and no customers have
threatened or otherwise informed Seller that they intend to discontinue doing
business with Seller. Seller has no knowledge of any intention of any of such
customers that operates a coal mine to terminate or reduce the scope of its
operations at the locations served by the Business, and none of such customers
has indicated to Seller that it is considering terminating or reducing the scope
of any of its operations at any of such locations.

3.18. Brokers; Finders. No person has acted directly or
indirectly as a broker, finder or financial advisor for Seller or the
Shareholders in connection with the transactions contemplated by this Agreement
and no person is entitled to any broker's, finder's, financial advisory or
similar fee or payment in respect thereof based in any way on any agreement,
arrangement or understanding made by or on behalf of Seller or the Shareholders.

3.20. Compliance With Laws. Except as disclosed on Schedule 3.20,
Seller has materially complied with, and Seller is presently in material
compliance with, federal, state and local laws, ordinances, codes, rules,
regulations, Governmental Permits, orders, judgments, awards, decrees, consent
judgments, consent orders and requirements applicable to Seller relating to the
Business (collectively "LAWS"), including, but not limited to, Laws relating to
the public health, safety or protection of the environment (collectively,
"ENVIRONMENTAL LAWS"). Except as disclosed on Schedule 3.20, there has been no
assertion by any party that Seller is in material violation of any Laws.
Specifically and without limiting the generality of the foregoing, except as
disclosed on Schedule 3.20:

11
<PAGE> 16

(b) During Seller's leasing of the Facility Property
leased by Seller and prior to Seller's leasing of such Facility
Property, no Hazardous Material, other than that allowed under
Environmental Laws, including, without limitation, RCRA, has been
disposed of, or otherwise released on any Facility Property.

(c) During Seller's leasing of the Facility Property
leased by Seller and prior to Seller's leasing of such Facility
Property, no Facility Property has ever been subject to nor has Seller
received any notice of any private, administrative or judicial
action, or notice of any intended private, administrative or judicial
action relating to the presence or alleged presence of Hazardous
Material in, under, upon or emanating from any Facility Property. There
are no pending and no threatened actions or proceedings from any
governmental agency or any other entity involving remediation of any
condition of any Facility Property, including, without limitation,
petroleum contamination, pursuant to Environmental Laws.

(e) As used in this Agreement, "HAZARDOUS MATERIAL" shall
mean (i) any substances defined as "HAZARDOUS WASTE" in 40 CFR 261, and
in any corresponding Utah statute or regulation; and (ii) any substance
the presence of which requires remediation pursuant to any Environmental
Laws.

3.21. Patents, Trademarks, Trade Names, etc. Schedule 3.21 lists
all patents, trade names, fictitious business names, trademarks, service marks,
and copyrights owned by Seller or which they are licensed to use in connection
with the Business (other than licenses to use software for personal computer
operating systems that were provided when the computer was purchased and
licenses to use software for personal computers that are granted to retail
purchasers of such software). No patents, trade secrets, know-how, intellectual
property, trademarks, trade names, assumed names, copyrights, or designations
used by Seller in the Business infringe on any patents, trademarks, or
copyrights, or any other rights of any person. Neither Seller nor any of the
Shareholders knows or has any reason to believe that there are any claims of
third parties to the use of any such names or any similar name, or knows of or
has any reason to believe that there exists any basis for any such claim or
claims.

12
<PAGE> 17

3.22. Assets, etc., Necessary to the Business. Seller owns or
leases all properties and assets, real, personal, and mixed, tangible and
intangible, and, except as disclosed on Schedules 3.4, 3.8(a), 3.12(a) and 3.16,
are a party to all Governmental Permits and other agreements necessary to permit
Seller to carry on the Business as presently conducted.

3.23. Suppliers and Customers. Seller has no knowledge of any
fact (other than general economic and industry conditions) which indicates that
any of the suppliers supplying products, components, materials or providing use
of, or access to, landfills or disposal sites to Seller intends to cease
providing such items to Seller, nor does Seller have knowledge of any fact
(other than general economic and industry conditions) which gives Seller reason
to believe that any of the customers of the Business intends to terminate, limit
or reduce its business relations with Seller relating to the Business.

3.24. Absence of Certain Business Practices. Neither Seller nor
any of the Shareholders has directly or indirectly within the past five years
given or agreed to give any gift or similar benefit to any customer, supplier,
governmental employee or other person who is or may be in a position to help or
hinder the Business in connection with any actual or proposed transaction which
(a) might subject Seller to any damage or penalty in any civil, criminal or
governmental litigation or proceeding, (b) if not given in the past, might have
had an adverse effect on the financial condition, business or results of
operations of the Business, or (c) if not continued in the future, might
adversely affect the financial condition, business or operations of the Business
or which might subject Buyer to suit or penalty in any private or governmental
litigation or proceeding.

3.25. Disclosure Schedules. Any matter disclosed by Seller on any
Schedule to this Agreement shall be deemed to have been disclosed on every other
Schedule that refers to such Schedule by cross reference so long as the nature
of the matter disclosed is obvious from a fair reading of the Schedule on which
the matter is disclosed.

3.26. No Misleading Statements. The representations and
warranties of Seller and the Shareholders contained in this Agreement, the
Exhibits and Schedules hereto and all other documents and information furnished
to Buyer and their representatives pursuant hereto are complete and accurate in
all material respects and do not include any untrue statement of a material fact
or omit to state any material fact necessary to make the statements made and to
be made not misleading.

3.27. Accurate and Complete Records. The books, ledgers,
financial records and other records of Seller relating to the Business:

(a) have been made available to Buyer and its agents at
Seller's offices or at the offices of Buyer's attorneys or Seller's
attorneys;

(b) have been, in all material respects, maintained in
accordance with

13
<PAGE> 18

all applicable laws, rules and regulations; and

3.28. Knowledge. Wherever reference is made in this Agreement to
the "KNOWLEDGE" of Seller, such term means the actual knowledge of Seller or any
knowledge which should have been obtained by Seller.

3.29. Investment Representations. Each of the Shareholders
further represent that:

(a) Each of the Shareholders are "accredited investors" as
defined in Rule 501(a) under the Securities Act of 1933, as amended (the
"Act"). Seller and each of the Shareholders have such knowledge and
experience in financial matters, either alone or with their professional
advisors, that they are capable of evaluating the merits and risks of
the investment in the WCI Stock.

(b) Each is a resident of the State of Utah.

(c) Each of the Shareholders has had access to such
information relating to WCI as he feels is reasonably necessary to make
an informed investment decision with respect to the WCI Stock.

(d) Each of the Shareholders has had the opportunity to
ask questions and receive answers concerning the terms and conditions of
the transactions contemplated by this Agreement and to obtain additional
information that WCI possesses or can obtain without unreasonable effort
or expense that is necessary to verify the accuracy of the information
provided.

(e) Each of the Shareholders is acquiring the WCI Stock
pursuant to this Agreement for its own account, not as a nominee or
agent. No one else has any interest, beneficial or otherwise, in any of
the WCI Stock.

(f) Each of the Shareholders is able to bear the economic
risk of such an investment in the WCI Stock, are aware that they must be
prepared to hold such WCI Stock for an indefinite period and are aware
that the shares of the WCI Stock have not been registered under the Act,
or registered or qualified under the California Corporate Securities Law
of 1968, as amended, or any other securities law, on the ground, among
others, that no unregistered distribution or public offering of the WCI
Stock is to be effected and that the shares of the WCI Stock are being
issued by WCI without any public offering within the meaning of section
4(2) of the Act.

(g) Without in any way limiting the representations
herein, each of the

14
<PAGE> 19

Shareholders further agrees that he shall not encumber, pledge,
hypothecate, sell, transfer, assign or otherwise dispose of, or receive
any consideration for, any shares of the WCI Stock or any interest in
them, unless and until prior to any proposed encumbrance, pledge,
hypothecation, sale, transfer, assignment or other disposition, (i) a
registration statement on Form S-1 or S-3 (or any other form appropriate
for the purpose or replacing such form) under the Act with respect to
the shares proposed to be transferred or otherwise disposed of shall be
then effective (ii)(a) he shall have furnished WCI with a detailed
statement of the circumstances of the proposed disposition, and (b) he
or she shall have furnished WCI with an opinion of counsel or no-action
letter issued by the Staff of the Securities and Exchange Commission
("SEC") (obtained at the Shareholder's expense) in form and substance
satisfactory to WCI to the effect that such disposition will not require
registration of any such WCI Stock under the Act or qualification of any
such shares under any other securities law; or (iii) Rule 144 is
available with respect to such transaction.

(h) Each of the Shareholders understands and agrees that
each certificate or other instrument representing the WCI Stock will
bear a legend on the face thereof (or on the reverse thereof with a
reference to such legend on the face thereof) which legend restricts the
sale, transfer or other disposition of the WCI Stock otherwise than in
accordance with Section 3.29(g) of this Agreement provided, however,
that WCI shall, on the request of any of the Shareholders, cause such
legends to be removed from the certificates or other instrument
evidencing the WCI Stock if such Shareholder has held such WCI Stock for
the period contemplated by Rule 144(k) under the Act and if such
Shareholder is not then and has not been during the three months
preceding such request an affiliate of WCI (as defined in Rule 144 under
the Act).

(i) Each of the Shareholders understands and agrees that
the WCI Stock will be "restricted securities" as that term is defined in
Rule 144 under the Act and, accordingly, that the WCI Stock must be held
indefinitely unless subsequently registered under the Act or an
exemption from such registration is available.

(j) The Shareholders agree to be bound with respect to the
Shares by any "lock up" provisions to which the executive officers and
directors of WCI are also bound as may be requested by any underwriters
of any offering of WCI Stock or securities convertible into WCI Stock.

4. REPRESENTATIONS AND WARRANTIES OF WCI AND BUYER

WCI and Buyer, jointly and severally, represent and warrant to Seller
and each Shareholder that each of the following representations and warranties
is true as of the Closing Date, and agree that such representations and
warranties shall survive the Closing:

4.1. Existence and Good Standing. WCI is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Buyer is a

15
<PAGE> 20

corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, and is qualified to transact business as a foreign
corporation in the State of Utah.

4.2. No Contractual Restrictions. No provisions exist in any
article, document or instrument to which WCI is a party or by which it is bound
which would be violated by consummation of the transactions contemplated by this
Agreement.

4.3. Authorization of Agreement. This Agreement has been duly
authorized, executed and delivered by WCI and, subject to the due authorization,
execution and delivery by the Corporation and the Shareholders, constitutes a
legal, valid and binding obligation of WCI. WCI has full corporate power, legal
right and corporate authority to enter into and perform its obligations under
this Agreement and to carry on its business as presently conducted. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby and the fulfillment of and compliance with the
terms and conditions hereof do not and will not, after the giving of notice, or
the lapse of time or otherwise: (a) violate any provisions of any judicial or
administrative order, award, judgment or decree applicable to WCI; (b) conflict
with any of the provisions of the Amended and Restated Certificate of
Incorporation or Amended and Restated Bylaws of WCI; or (c) conflict with,
result in a breach of or constitute a default under any material agreement or
instrument to which WCI is a party or by which it is bound.

4.4. Status of Shares. The Shares delivered to the Shareholders
at the Closing are duly authorized and delivered shares of WCI, and shall be
fully paid and nonassessable.

4.5. No Misleading Statements. The representations and warranties
of WCI contained in this Agreement, the Exhibits and Schedules hereto and all
other documents and information furnished to the Shareholders pursuant hereto
are materially complete and accurate, and do not include any untrue statement of
a material fact or omit to state any material fact necessary to make the
statements made and to be made not misleading as of the Closing Date.

5. CLOSING DELIVERIES

At the Closing or at the time otherwise indicated, the respective
parties shall make the deliveries indicated:

5.1. WCI's and Buyer's Deliveries.

(a) WCI shall deliver the Purchase Price required to be
delivered on the Closing Date pursuant to Section 1.5; and

(b) WCI shall deliver to the Shareholders certificates for
the Shares.

5.2. Seller's Deliveries.

(a) Seller shall deliver to Buyer (and/or its designee) an
executed bill

16
<PAGE> 21

of sale and other instruments of transfer and conveyance for the full
and complete transfer, conveyance, assignment and delivery to Buyer on
the Closing Date of all of Seller's right, title and interest in and to
all of the Assets, accompanied by all third party consents required with
respect thereto, including, without limitation, written evidence of the
release of the liens and encumbrances with respect to the Assets;

(b) Seller shall deliver to Buyer an executed assignment
or transfer of the Assumed Contracts and Governmental Permits
accompanied by all third party consents required with respect thereto;

(c) Seller shall deliver to Buyer (and/or its designee)
all motor vehicle registrations and ownership documents for the motor
vehicles being acquired by Seller;

(d) Seller shall deliver to Buyer an opinion of counsel
for Seller, dated as of the Closing Date, in substantially the form
attached hereto as Exhibit 5.2(d);

(e) Seller shall provide evidence satisfactory to Buyer of
compliance with Utah's Bulk Sales Law, if applicable; and

(f) Seller shall execute and deliver such other documents
and instruments as are reasonably requested by WCI or Buyer in order to
consummate the transactions contemplated by this Agreement.

6. ADDITIONAL COVENANTS OF WCI, BUYER, AND SELLER

6.1. Confidentiality. Seller shall not disclose or make any
public announcements of the existence or terms of this Agreement or the
transactions contemplated by this Agreement without the prior written consent of
WCI, unless required to make such disclosure or announcement by law, in which
event the party making the disclosure or announcement shall notify WCI at least
24 hours before such disclosure or announcement is expected to be made.

6.2. Brokers and Finders Fees. Each party shall pay and be
responsible for any broker's, finder's or financial advisory fee incurred by
such party in connection with the transactions contemplated by this Agreement.

6.3. Consents. Seller shall use reasonable commercial efforts to
obtain the consent of any party whose consent is required to complete the
transaction contemplated by this Agreement, including without limitation (if
applicable) each party to any contract relating to the Assets, each municipality
or other jurisdiction that has granted a franchise to the Seller and each
jurisdiction issuing or granting any other Governmental Permit, shall have
consented to such transactions, and every other Required Governmental Consent
shall have been obtained prior to the Closing Date. Buyer shall be under no
obligation to agree to any condition imposed by any party granting any such
consent. The refusal of any third party to consent to any part of this

17
<PAGE> 22

transaction shall not be a breach of any obligation, warranty or representation
of Seller.

6.4. Access to Financial Statements and Records. For five years
from the Closing Date, if necessary for Buyers to obtain financing, Seller shall
allow Buyer or Buyer's designee to read and audit Seller's financial and
accounting records for the period of January 1, 1995, through the Closing Date.
Buyer shall assume any costs of such audit.

7. INDEMNIFICATION

7.1. Indemnity by Seller, the Shareholders. Subject to Section
6.2, Seller and the Shareholders covenant and agree that they will, jointly and
severally, indemnify and hold harmless WCI and Buyer and their respective
directors, officers and agents and their respective successors and assigns
(collectively the "INDEMNITEES"), from and after the date of this Agreement,
against any and all losses, damages, assessments, fines, penalties, adjustments,
liabilities, claims, deficiencies, costs, expenses (including specifically, but
without limitation, reasonable attorneys' fees and expenses of investigation),
expenditures, including, without limitation, any "ENVIRONMENTAL SITE LOSSES" (as
such term is hereinafter defined) identified by a Indemnitee with respect to
each of the following contingencies until the expiration of the applicable
statute of limitations (all, the "INDEMNITY EVENTS"):

(a) Any misrepresentation, breach of warranty, or
nonfulfillment of any agreement or covenant on the part of Seller or the
Shareholders pursuant to the terms of this Agreement or any
misrepresentation in or omission from any Exhibit, Schedule, list,
certificate, or other instrument furnished or to be furnished to WCI or
Buyer pursuant to the terms of this Agreement, regardless of whether, in
the case of a breach of a representation or a warranty, WCI or Buyer
relied on the truth of such representation or warranty or had any
knowledge of any breach thereof.

18
<PAGE> 23

any other remedial action that is required to be undertaken under
federal, state or local law in respect of operating activities on or
affecting any facility, any UST or any other Environmental Site,
including, but not limited to (x) any actual or alleged violation of any
law or regulation respecting the protection of the environment,
including, but not limited to, RCRA and CERCLA or any other law or
regulation respecting the protection of the air, water and land and (y)
any remedies or violations, whether by a private or public action,
alleged or sought to be assessed as a consequence, directly or
indirectly, of any "RELEASE" (as defined below) of pollutants (including
odors) or Hazardous Substances from any facility, any UST or any other
Environmental Site resulting from activities thereat, whether such
Release is into the air, water (including groundwater) or land and
whether such Release arose before, during or after the Closing Date. The
term "Release" as used herein means any spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping or disposing into the ambient environment.

(c) All actions, suits, proceedings, demands, assessments,
adjustments, costs and expenses (including specifically, but without
limitation, reasonable attorneys' fees and expenses of investigation)
incident to any of the foregoing.

7.2. Limitations on Seller's and the Shareholders' Indemnities.
The maximum amount which the Indemnitees can recover as a result of one or more
Indemnity Events pursuant to the provisions hereof for Claims shall not in the
aggregate exceed the Purchase Price.

7.3. Notice of Indemnity Claim.

(a) In the event that any claim ("CLAIM") is hereafter
asserted against or arises with respect to any Indemnitee as to which
such Indemnitee may be entitled to indemnification hereunder, Indemnitee
shall notify Seller and the Shareholders (collectively, the
"INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE") within 60
days after (i) receipt of written notice of commencement of any third
party litigation against such Indemnitee, (ii) receipt by such
Indemnitee of written notice of any third party claim pursuant to an
invoice, notice of claim or assessment, against such Indemnitee, or
(iii) such Indemnitee becomes aware of the existence of any other event
in respect of which indemnification may be sought from the Indemnifying
Party (including, without limitation, any inaccuracy of any
representation or warranty or breach of any covenant). The Claims Notice
shall describe the Claim and the specific facts and circumstances in
reasonable detail, and shall indicate the amount, if known, or an
estimate, if possible, of the losses that have been or may be incurred
or suffered by the Indemnitee.

19
<PAGE> 24

undertake the defense of such a third party Claim only upon written
agreement by the Indemnifying Party that the Indemnifying Party is
obligated to fully indemnify Indemnitee with respect to such action.
Indemnitee may participate, at WCI's Indemnitee's own expense, in the
defense of any Claim assumed by the Indemnifying Party. Without the
written approval of Indemnitee, which approval shall not be unreasonably
withheld, the Indemnifying Party shall not agree to any compromise of a
Claim defended by the Indemnifying Party.

(c) If, within 30 days of the Indemnifying Party's receipt
of a Claims Notice, the Indemnifying Party shall not have provided the
written agreement required by Section 6.3(b) and elected to defend the
Claims, Indemnitee shall have the right to assume control of the defense
and/or compromise of such Claim, and the costs and expenses of such
defense, including reasonable attorneys' fees, shall be added to the
Claim. The Indemnifying Party shall promptly, and in any event within 30
days reimburse Indemnitee for the costs of defending the Claim,
including attorneys' fees and expenses.

(d) The party assuming the defense of any Claim shall keep
the other party reasonably informed at all times of the progress and
development of its or their defense of and compromise efforts with
respect to such Claim and shall furnish the other party with copies of
all relevant pleadings, correspondence and other papers. In addition,
the parties to this Agreement shall cooperate with each other and make
available to each other and their representatives all available relevant
records or other materials required by them for their use in defending,
compromising or contesting any Claim. The failure to timely deliver a
Claims Notice or otherwise notify the Indemnifying Party of the
commencement of such actions in accordance with this Section 6.3 shall
not relieve the Indemnifying Party from the obligation to indemnify
hereunder but only to the extent that the Indemnifying Party establishes
by competent evidence that it has been prejudiced thereby.

(e) In the event both the Indemnitee and the Indemnifying
Party are named as defendants in an action or proceeding initiated by a
third party, they shall both be represented by the same counsel (on whom
they shall agree), unless such counsel, the Indemnitee, or the
Indemnifying Party shall determine that such counsel has a conflict of
interest in representing both the Indemnitee and the Indemnifying Party
in the same action or proceeding and the Indemnitee and the Indemnifying
Party do not waive such conflict to the satisfaction of such counsel.

20
<PAGE> 25

representations, warranties, Schedules, Exhibits, agreements and covenants
contained in this Agreement, or in any writing or document delivered pursuant to
the provisions of this Agreement, and not upon any representation, warranty,
agreement, promise or information, written or oral, made by any persons other
than as specifically set forth herein or therein.

7.5. No Exhaustion of Remedies or Subrogation; Right of Set Off.
Seller and the Shareholders waive any right to require any Indemnitee to (i)
proceed against any other person or (iii) pursue any other remedy whatsoever in
the power of any Indemnitee. Buyer may, but shall not be obligated to, set off
against any and all payments due Seller under this Agreement or any other
agreement between the parties, any amount to which WCI, Buyer or any other
Indemnitee is entitled to be indemnified hereunder with respect to any Indemnity
Event. Such right of set off shall be separate and apart from any and all other
rights and remedies that the Indemnities may have against Seller and the
Shareholders or their successors.

8. OTHER POST-CLOSING COVENANTS OF SELLER, THE
SHAREHOLDERS, WCI AND BUYER

8.1. Restrictive Covenants. Seller, the Shareholders, the
Shareholders' and Affiliates acknowledge that (i) WCI and Buyer, as the
purchasers of the Assets (including the goodwill of the Business), are and will
be engaged in the same business as the Business; (ii) Seller, the Shareholders,
the their Affiliates are intimately familiar with the Business; (iii) the
Business is currently conducted in the State of Utah and WCI and Buyer, directly
and indirectly through their Affiliates, currently conduct business in Utah and
intend, by acquisition or otherwise, to expand the Business into other
geographic areas of Utah where it is not presently conducted; (iv) Seller, the
Shareholders, and their Affiliates have had access to trade secrets of, and
confidential information concerning, the Business; (v) the agreements and
covenants contained in this Section 7.1 are essential to protect the Business
and the goodwill being acquired; and (vi) Seller, the Shareholders, and their
Affiliates have the means to support themselves and their dependents other than
by engaging in a business substantially similar to the Business and the
provisions of this Section 7 will not impair such ability. Seller and the
Shareholders covenant and agree as set forth in (a), (b) and (c) below with
respect to the Business:

(a) Non-Compete. For a period commencing on the Closing
Date and terminating five years thereafter (the "RESTRICTED PERIOD"),
Seller, the Shareholders, and their Affiliates shall not, anywhere in
the Cities of Levan, Mona, Santaquin, Rocky Ridge or Moab, Utah, or in
the Counties of Salt Lake, Utah or Tuab, Utah, directly or indirectly,
acting individually or as the owners, shareholders, partners, or
employees of any entity, (i) engage in the operation of a solid waste
collection, transporting, disposal and/or composting business, transfer
facility, recycling facility, materials recovery facility or solid waste
landfill; (ii) enter the employ of, or render any personal services to
or for the benefit of, or assist in or facilitate the solicitation of
customers for, or receive remuneration in the form of salary,
commissions or otherwise from, any business engaged in such activities;
or (iii) receive or purchase a financial interest in, make a loan to, or

21
<PAGE> 26

make a gift in support of, any such business in any capacity, including,
without limitation, as a sole proprietor, partner, shareholder, officer,
director, principal, agent, trustee or lender; provided, however, that
any of Seller or the Shareholders may own, directly or indirectly,
solely as an investment, securities of any business traded on any
national securities exchange or NASDAQ, provided none of Seller or the
Shareholders is a controlling person of, or member of a group which
controls, such business and further provided that Seller and
Shareholders do not, in the aggregate, directly or indirectly, own 2% or
more of any class of securities of such business.

(b) Confidential Information. During the Restricted Period
and thereafter, Seller, the Shareholders and their Affiliates shall keep
secret and retain in strictest confidence, and shall not use for the
benefit of themselves or others, all data and information relating to
the Business ("CONFIDENTIAL INFORMATION"), including without limitation,
the existence of and terms of this Agreement, know-how, trade secrets,
customer lists, supplier lists, details of contracts, pricing policies,
operational methods, marketing plans or strategies, bidding practices
and policies, product development techniques or plans, and technical
processes; provided, however, that the term "Confidential Information"
shall not include information that (i) is or becomes generally available
to the public other than as a result of disclosure by Seller or any of
the Shareholders, or (ii) is general knowledge in the solid waste
handling and landfill business and not specifically related to the
Business.

(c) Property of the Business. All memoranda, notes, lists,
records and other documents or papers (and all copies thereof) relating
to the Business, including such items stored in computer memories, on
microfiche or by any other means, made or compiled by or on behalf of
Seller or made available to Seller relating to the Business (other than
those relating to the Excluded Assets and the Excluded Liabilities), but
excluding any materials maintained by any attorneys for Seller prior to
the Closing, are and shall be the property of WCI or Buyer and have been
delivered or will be delivered or made available to WCI or Buyer at the
Closing.

(d) Non-Solicitation. Without the consent of WCI, which
may be granted or withheld by WCI in its discretion, Seller, the
Shareholders and their Affiliates shall not, during the Restricted
Period, solicit any employees of WCI, Buyer or their Affiliates to leave
the employ of WCI, Buyer or their Affiliates and join Seller, any of
Shareholders or Affiliate in any business endeavor owned or pursued by
any of them.

(e) No Disparagement. From and after the Closing Date,
none of Seller nor the Shareholders shall, in any way to any customer or
employee of the Business or Buyer, denigrate or derogate WCI, Buyer or
any of their subsidiaries, or any officer, director or employee, or any
product or service or procedure of any such company whether or not such
denigrating or derogatory statements shall be true and are based on acts
or omissions which are learned by Seller or the Shareholders from and
after the date hereof or on acts or omissions which occur from and after
the date hereof, or otherwise.

22
<PAGE> 27

A statement shall be deemed denigrating or derogatory to any person if
it adversely affects the regard or esteem in which such person or entity
is held by such person. Without limiting the generality of the
foregoing, none of Seller nor the Shareholders shall, directly or
indirectly in any way in respect of any such company or any such
directors or officers, communicate with, or take any action which is
adverse to the position of any such company with any customer or
employee of the Business or Buyer. This paragraph does not apply to the
extent that testimony is required by legal process, provided that WCI
has received not less than five days' prior written notice of such
proposed testimony, or such lesser actual notice as Seller or any
Shareholder or Shareholder shall have.

8.2. Rights and Remedies Upon Breach. If Seller, the Shareholders
or any Affiliate breaches, or threatens to commit a breach of, any of the
provisions of Section 7.1(a), (b) or (d) herein (the "RESTRICTIVE COVENANTS"),
WCI and Buyer shall have the following rights and remedies, each of which rights
and remedies shall be independent of the others and severally enforceable, and
each of which is in addition to, and not in lieu of, any other rights and
remedies available to Buyer at law or in equity:

(a) Specific Performance. The right and remedy to have the
Restrictive Covenants specifically enforced by any court of competent
jurisdiction, it being agreed that any breach or threatened breach of
the Restrictive Covenants would cause irreparable injury to WCI and
Buyer and that money damages would not provide an adequate remedy to
Buyer. Accordingly, in addition to any other rights or remedies, WCI and
Buyer shall be entitled to injunctive relief to enforce the terms of the
Restrictive Covenants and to restrain Seller and the Shareholders from
any violation thereof.

(b) Accounting. The right and remedy to require Seller and
the Shareholders to account for and pay over to WCI or Buyer all
compensation, profits, monies, accruals, increments or other benefits
derived or received by Seller or the Shareholders as the result of any
transactions constituting a breach of the Restrictive Covenants.

(c) Severability of Covenants. Seller and Shareholders
acknowledge and agree that the Restrictive Covenants are reasonable and
valid in geographical and temporal scope and in all other respects. If
any court determines that any of the Restrictive Covenants, or any part
thereof, is invalid or unenforceable, the remainder of the Restrictive
Covenants shall not thereby be affected and shall be given full effect,
without regard to the invalid portions.

23
<PAGE> 28

(e) Enforceability in Jurisdiction. WCI, Buyer, Seller and
Shareholders intend to and hereby confer jurisdiction to enforce the
Restrictive Covenants upon the courts of any jurisdiction within the
geographic scope of the Restrictive Covenants. If the courts of any one
or more of such jurisdictions hold the Restrictive Covenants
unenforceable by reason of the breadth of such scope or otherwise, it is
the intention of WCI, Buyer, Seller and Shareholders that such
determination not bar or in any way affect Buyer's right to the relief
provided above in the courts of any other jurisdiction within the
geographic scope of the Restrictive Covenants as to breaches of such
covenants in such other respective jurisdictions, such covenants as they
relate to each jurisdiction being, for this purpose, severable into
diverse and independent covenants.

9. GENERAL

9.1. Additional Conveyances. Following the Closing, Seller and
Buyer shall each deliver or cause to be delivered at such times and places as
shall be reasonably agreed upon such additional instruments as Buyer or Seller
may reasonably request for the purpose of carrying out this Agreement. Seller
will cooperate with WCI and Buyer on and after the Closing Date in furnishing
information, evidence, testimony and other assistance in connection with any
actions, proceedings or disputes of any nature with respect to matters
pertaining to all periods prior to the date of this Agreement.

9.2. Assignment. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, the successors or assigns of WCI,
Buyer and Seller and the heirs, legal representatives or assigns of the
Shareholders; provided, however, that any such assignment shall be subject to
the terms of this Agreement and shall not relieve the assignor of its or his
responsibilities under this Agreement. Buyer may assign some or all of its
rights hereunder to another Affiliate of WCI.

9.3. Public Announcements. Except as required by law, Seller
shall not make any public announcement or filing with respect to the
transactions provided for herein without the prior written consent of WCI.

9.4. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

9.5. Notices. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given if in writing
and either delivered personally, sent by facsimile transmission or by air
courier service, or mailed by postage prepaid registered or certified U.S. mail,
return receipt requested, to the addresses designated below or such other
addresses as may be designated in writing by notice given hereunder, and shall
be effective upon personal delivery or facsimile transmission thereof or upon
delivery by registered or certified U.S. mail or one business day following
deposit with an air courier service:

24
<PAGE> 29

If to Seller: Jay Mecham, Robert Lopez or Karl Bankowski?
[ADDRESS]

With a copy to: [SELLER'S COUNSEL AND ADDRESS]

If to Buyer: Waste Connections, Inc.
2260 Douglas Boulevard, Suite 280
Roseville, California 95661
Attention: Ronald J. Mittelstaedt

With a copy to: Robert D. Evans, Esq.
Shartsis, Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, California 94111

9.6. Attorneys' Fees. In the event of any dispute or controversy
between WCI or Buyer on the one hand and Seller or Shareholders on the other
hand relating to the interpretation of this Agreement or to the transactions
contemplated hereby, the prevailing party shall be entitled to recover from the
other party reasonable attorneys' fees and expenses incurred by the prevailing
party. Such award shall include post-judgment attorney's fees and costs.

9.7. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California without regard
to its conflict of laws provisions.

9.8. Payment of Fees and Expenses. Whether or not the
transactions herein contemplated shall be consummated, each party hereto will
pay its own fees, expenses and disbursements incurred in connection herewith and
all other costs and expenses incurred in the performance and compliance with all
conditions to be performed hereunder.

9.9. Incorporation by Reference. All Schedules and Exhibits
attached hereto are incorporated herein by reference as though fully set forth
at each point referred to in this Agreement.

9.10. Captions. The captions in this Agreement are for
convenience only and shall not be considered a part hereof or affect the
construction or interpretation of any provisions of this Agreement.

25
<PAGE> 30

9.11. Number and Gender of Words. Whenever the singular number is
used herein, the same shall include the plural where appropriate, and shall
apply to all of such number, and to each of them, jointly and severally, and
words of any gender shall include each other gender where appropriate.

9.12. Entire Agreement. This Agreement (including the Schedules
and Exhibits hereto) and the other documents delivered pursuant hereto
constitute the entire Agreement and understanding between Seller, the
Shareholders, WCI and Buyer and supersedes any prior agreement and understanding
relating to the subject matter of this Agreement. This Agreement may be modified
or amended only by a written instrument executed by Seller, the Shareholders,
WCI and Buyer acting through their officers, thereunto duly authorized.

9.13. Waiver. No waiver by any party hereto at any time of any
breach of, or compliance with, any condition or provision of this Agreement to
be performed by any other party hereto may be deemed a waiver of similar or
dissimilar provisions or conditions at the same time or at any prior or
subsequent time.

9.14. Construction. The language in all parts of this Agreement
must be in all cases construed simply according to its fair meaning and not
strictly for or against any party. Unless expressly set forth otherwise, all
references herein to a "day" are deemed to be a reference to a calendar day. All
references to "business day" mean any day of the year other than a Saturday,
Sunday or a public or bank holiday in California or Utah. Unless expressly
stated otherwise, cross-references herein refer to provisions within this
Agreement and are not references to the overall transaction or to any other
document.

26
<PAGE> 31

IN WITNESS WHEREOF, the parties hereto have executed this Asset Purchase
Agreement by persons thereunto duly authorized as of the date first above
written.

SELLER: COUNTRY GARBAGE SERVICE INC.

----------------------------------------
Jay Mecham, President

SHAREHOLDERS:

----------------------------------------
Jay Mecham

----------------------------------------
Karl Bankowski

----------------------------------------
Robert Lopez

WCI: WASTE CONNECTIONS, INC.

By:
-------------------------------------
Ronald J. Mittelstaedt
President

BUYER: WASTE CONNECTIONS OF UTAH, INC.

By:
-------------------------------------
Ronald J. Mittelstaedt
President

<PAGE> 1
Exhibit 10.43

ASSET PURCHASE AGREEMENT

Dated as of September 18, 1998, by and among

Waste Connections, Inc.,
Waste Connections of Nebraska, Inc.,
Gary D. Wolff
and
Elizabeth L. Wolff

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
1. PURCHASE AND SALE OF ASSETS......................................................... 1
1.1. Sale and Transfer of Assets................................................. 1
1.2. Assumption by Buyer of Certain Contracts.................................... 2
1.3. Excluded Liabilities........................................................ 2
1.4. Purchase Price.............................................................. 2
1.5. Payment of Purchase Price................................................... 3
1.6. Certain Taxes............................................................... 3

2. CLOSING TIME AND PLACE.............................................................. 3

3. REPRESENTATIONS AND WARRANTIES OF SELLER............................................ 4
3.1. Standing and Authority for Business......................................... 4
3.2. All Assets Being Acquired................................................... 4
3.3. Authority for Agreement..................................................... 4
3.4. No Breach or Default........................................................ 4
3.5. Financial Statements........................................................ 4
3.6. Liabilities................................................................. 5
3.7. Conduct of Business......................................................... 5
3.8. Permits and Licenses........................................................ 6
3.9. Affiliate................................................................... 7
3.10. Fixed Assets and Facility Property.......................................... 7
3.11. Acquisition/Disposal of Assets.............................................. 8
3.12. Contracts and Agreements; Adverse Restrictions.............................. 8
3.13. Personnel................................................................... 8
3.14. Benefit Plans and Union Contracts........................................... 9
3.15. Taxes....................................................................... 10
3.16. Copies Complete............................................................. 10
3.17. Customers, Billings, Current Receipts and Receivables....................... 11
3.18. No Change With Respect to Seller............................................ 11
3.19. Closing Date Debt........................................................... 11
3.20. Compliance With Laws........................................................ 11
3.21. Patents, Trademarks, Trade Names, etc....................................... 12
3.22. Suppliers and Customers..................................................... 13
3.23. Absence of Certain Business Practices....................................... 13
3.24. Disclosure Schedules........................................................ 13
3.25. No Misleading Statements.................................................... 13
3.26. Accurate and Complete Records............................................... 13
3.27. Knowledge................................................................... 13
3.28. Brokers; Finders............................................................ 14
</TABLE>

<PAGE> 3

3.29. Investment Representations.................................................. 14

4. REPRESENTATIONS AND WARRANTIES OF WCI AND BUYER..................................... 16
4.1. Existence and Good Standing................................................. 16
4.3. Authorization of Agreement.................................................. 16
4.4. No Misleading Statements.................................................... 16

6. INDEMNIFICATION..................................................................... 17
6.1. Indemnity by Seller......................................................... 17
6.2. Limitations on Seller's Indemnities......................................... 18
6.3. Notice of Indemnity Claim................................................... 18
6.4. Survival of Representations, Warranties and Agreements...................... 20
6.5. No Exhaustion of Remedies or Subrogation; Right of Set Off.................. 20

8. GENERAL............................................................................. 23
8.1. Additional Conveyances...................................................... 23
8.2. Assignment.................................................................. 23
8.3. Public Announcements........................................................ 23
8.4. Counterparts................................................................ 23
8.5. Notices..................................................................... 24
8.6. Attorneys' Fees............................................................. 24
8.7. Applicable Law.............................................................. 24
8.8. Payment of Fees and Expenses................................................ 24
8.9. Incorporation by Reference.................................................. 24
8.10. Captions.................................................................... 25
8.11. Number and Gender of Words.................................................. 25
8.12. Entire Agreement............................................................ 25
8.13. Waiver...................................................................... 25
8.14. Construction................................................................ 25

9. GLOSSARY............................................................................ 25

</TABLE>

<PAGE> 4

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of August __, 1998, entered into by
and among Waste Connections, Inc., a Delaware corporation ("WCI"), Waste
Connections of Nebraska, Inc., a Delaware corporation ("WCN" or "BUYER"), and
Gary D. Wolff and Elizabeth L. Wolff ("SELLER").

WHEREAS, Seller is engaged in the collection and transport of solid
waste in the Cities of Stanton and Norfolk and in certain unincorporated areas
of Stanton County, Nebraska, and other related activities (the "BUSINESS");

WHEREAS, Seller is the sole owner of the Business;

1. PURCHASE AND SALE OF ASSETS

1.1. Sale and Transfer of Assets. Subject to and in accordance with the
terms and conditions of this Agreement, at the Closing on the Closing Date (as
defined below) Seller shall convey, transfer, deliver and assign to Buyer, and
Buyer shall accept from Seller all of the assets, rights, privileges and
interests, tangible, intangible, real, personal or mixed, and wherever located,
now or hereafter owned, leased, held or used primarily in connection with the
ownership, operation and management of the Business, including without
limitation (collectively, the "ASSETS"):

(a) the trucks, containers, operating machinery and equipment,
processing equipment, shop tools, parts, supplies, accessories,
inventory, physical assets and other tangible personal property used
primarily in connection with the ownership, operation and management of
the Business:

(b) all contracts, leases, agreements, customer accounts,
commitments and arrangements specifically identified in Schedule 3.12(a)
as contracts contemplated to be assumed by Buyer pursuant to this
Agreement (the "ASSUMED CONTRACTS");

1
<PAGE> 5

occupancy permits, and any other similar documents from any and all
governmental authorities constituting a material authorization or
entitlement or otherwise material to the operation or management of the
Business owned by, issued to, or held by or otherwise benefiting Seller
(the "GOVERNMENTAL PERMITS");

(d) all customer lists of Seller relating to the Business;

(e) the logos, trade names, fictitious business names and service
marks of Seller;

(f) the goodwill of the Business;

(g) all guarantees, warranties, indemnities and similar rights in
favor of Seller with respect to any of the Assets and all books and
records primarily in connection with the operation of the Business; and

(h) All operating and financial records relating to the Business,
including without limitation all ledgers, books of account, deprecation
schedules, inventory information, records relating to payables and
receivables, cancelled checks, bank statements, equipment records,
maintenance records, disposal records and information concerning
customers.

Notwithstanding the foregoing, the Buyer shall not acquire any of the assets
listed on Schedule 3.2 (the "EXCLUDED ASSETS").

1.2. Assumption by Buyer of Certain Contracts. Buyer hereby assumes and
agrees to pay, perform and discharge, effective the day after the Closing Date,
all of the obligations, liabilities and commitments of Seller accruing after the
Closing Date under or with respect to each Assumed Contract, but not including
any obligation or liability for any breach thereof occurring on or prior to the
Closing Date.

1.3. Excluded Liabilities. Notwithstanding the provisions of Section 1.2
or any other provision hereof or any Schedule or Exhibit hereto and regardless
of any disclosure to Buyer, Buyer shall not assume or be bound by any other
duties, responsibilities, obligations, indebtedness or other liabilities of
Seller or to which Seller or any of the Assets or the Business may be bound or
affected, of whatever kind or nature, whether known, unknown, contingent or
otherwise, arising before, on or after the Closing Date (including without
limitation taxes arising from the operation of the Business or the sale of the
Assets) except, as to obligations and liabilities arising after the Closing Date
only, those obligations and liabilities expressly assumed by Buyer pursuant to
Section 1.2 (the "EXCLUDED LIABILITIES").

1.4. Purchase Price. The purchase price (the "PURCHASE PRICE") for the
Assets shall be an amount equal to Six Hundred Twenty-Five Thousand Dollars
($625,000), minus the Closing Date Debt (as defined in Section 3.19), and shall
be paid as provided in Section 1.5. The cash

2
<PAGE> 6

portion of the Purchase Price paid at the Closing will be based on Schedule 3.19
as delivered at the Closing, which the parties understand will include only
estimates of the Closing Date Debt. Within 30 days after the Closing Date, the
parties will determine the actual Closing Date Debt and will advise Seller of
such actual amount. If the Purchase Price increases, the Buyer will promptly pay
any additional amount due to Seller; if the Purchase Price declines, Seller will
promptly repay any amount due to the Buyer. If Seller fails to do so, Buyer may
offset the amount due from Seller against the next payment due on the Note (as
hereinafter defined).

1.5. Payment of Purchase Price. The Purchase Price shall be payable as
follows: (i) Four Hundred Thousand Dollars ($400,000), as adjusted pursuant to
Section 1.4, shall be paid in cash at the Closing by wire transfer or check
payable in clearinghouse funds; (ii) WCI shall pay the Closing Date Debt by wire
transfer; (iii) WCI shall pay the remainder of the Purchase Price in the form of
a number of shares (the "SHARES") of WCI's Common Stock, $0.01 par value ("WCI
STOCK"), determined as follows: The number of Shares shall be an amount equal to
Two Hundred Twenty-Five Thousand Dollars ($225,000), divided by the Average
Closing Price (as hereinafter defined). The Average Closing Price (the "AVERAGE
CLOSING PRICE") is the average of the closing price of WCI Stock as quoted on
the NASDAQ Stock Market for the five (5) successive trading days for which a
closing price is quoted ending on the tenth trading day prior to the Closing
Date. The Average Closing Price and the number of shares of WCI Stock to be
delivered at the Closing shall be appropriately adjusted in the event of any
change in WCI Stock between the first day for which a closing price is quoted in
determining the Average Closing Price and the Closing Date, including without
limitation any stock dividend, stock split, reverse stock split,
recapitalization, reorganization, merger or consolidation. WCI shall not be
obligated to issue any fractional shares of WCI Stock, but shall instead pay the
Seller cash in lieu of any fractional share equal to the Average Closing Price
multiplied by the fraction of a share of WCI Stock that would otherwise be
issued. The Purchase Price paid at Closing will be based on Schedule 3.19 as
delivered at the Closing, which the parties understand will include only
estimates of the Closing Date Debt. Within 90 days after the Closing Date,
Buyers and Seller will determine the actual Closing Date Debt. If the Purchase
Price increases, Buyer will promptly pay any additional amount due to Seller; if
the Purchase Price decreases, Seller will promptly repay any amount due to
Buyer.

1.6. Certain Taxes. Buyer shall pay any and all sales, use, excise,
transfer and conveyance taxes payable or assessable in connection with or as a
result of the transfer of the Assets under the terms of this Agreement and the
transactions contemplated hereby. Buyer shall not be responsible for any
business, occupation, withholding, possessory interest or similar tax or
assessment or any other tax or fee of any kind relating to any period on or
prior to the Closing Date with respect to Seller, the Assets or the ownership,
operation or management of the Business.

1.7. Allocation of Purchase Price. Ten Thousand Dollars ($10,000) of the
Purchase Price payable as cash shall be allocated to the covenant not to compete
described in Section 7.1(a).

3
<PAGE> 7

2. CLOSING TIME AND PLACE

Subject to the terms and conditions of this Agreement, the closing of
the transactions contemplated herein (the "CLOSING") shall take place at such
time on August __, 1998 or on such later date (the "CLOSING DATE") within ten
days after the consents required by Section 6.7 have been obtained as Buyer and
Seller shall agree, at the offices of Shartsis, Friese & Ginsburg LLP, in San
Francisco, California, or through an exchange of consideration and signed
documents using overnight courier service. At the Closing, Buyer and Seller
shall deliver to each other the documents, instruments and other items described
in Section 8 of this Agreement.

3. REPRESENTATIONS AND WARRANTIES OF SELLER

3.1. Standing and Authority for Business. Seller has full power and
authority to own and lease the Assets and to carry on the Business as now
conducted.

3.2. All Assets Being Acquired. The Assets being acquired by Buyer
hereunder constitute all of the assets of Seller used and necessary to conduct
and operate the Business as presently conducted and operated (other than certain
assets set forth on Schedule 3.2, which are the Excluded Assets).

3.3. Authority for Agreement. Seller has full right, power and authority
to enter into this Agreement and to perform her obligations hereunder. This
Agreement has been duly and validly executed and delivered by Seller and,
subject to the due authorization, execution and delivery by WCI and Buyer,
constitutes the legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms.

3.4. No Breach or Default. Except as disclosed on Schedule 3.4, the
execution and delivery by Seller of this Agreement, and the consummation by
Seller of the transactions contemplated hereby, will not:

(a) result in the breach of any of the terms or conditions of, or
constitute a default under, or allow for the acceleration or termination
of, or in any manner release any party from any obligation under, any
mortgage, lease, note, bond, indenture, or material contract, agreement,
license or other instrument or obligation of any kind or nature to which
Seller is a party, or by which Seller or the Assets, are or may be bound
or affected; or

(b) violate any law or any order, writ, injunction or decree of
any court, administrative agency or governmental authority, or require
the approval, consent or

4
<PAGE> 8

permission of any governmental or regulatory authority; or

3.5. Financial Statements. Seller has delivered to Buyer, as Schedule
3.5, copies of the financial statements ("FINANCIAL STATEMENTS") of Seller
relating to the Business for its three most recent years and interim financial
statements dated as of __________ (the "BALANCE SHEET DATE"). The Financial
Statements are internally prepared, are true and correct and fairly present the
results of operations of the Business for the respective periods indicated.
Except as disclosed on Schedules 3.5, 3.6, 3.19(a) or 3.19(b), Seller had, as of
the Balance Sheet Date, and will have, as of the Closing Date, no liabilities of
any nature, whether accrued, absolute, contingent or otherwise, including,
without limitation, tax liabilities due or to become due except those permitted
by Schedule 3.15.

3.6. Liabilities. Parts I, II, and III of Schedule 3.6, are accurate
lists and descriptions of all liabilities of Seller relating to the Business
required to be described below in the format set forth below.

(a) Part I of Schedule 3.6 lists, as of the Closing Date, all
claims, suits and proceedings which are pending against Seller relating
to the Business and, to the knowledge of Seller, all material contingent
liabilities and all material claims, suits and proceedings threatened or
anticipated against Seller relating to the Business. For each such
liability, Part I of Schedule 3.6 includes a summary description of such
liability, including, without limitation: (i) the name of each court,
agency, bureau, board or body before which any such claim, suit or
proceeding is pending, including, without limitation, those arising
under Environmental Laws (as defined in Section 3.20), those relating to
personal injury or property damage (including all workers' compensation
and occupational disease and injury claims, suits and proceedings) and
those citations arising under the Federal Occupational Safety and Health
Act or any comparable state law, (ii) the date such claim, suit or
proceeding was instituted, (iii) the parties to such claim, suit or
proceeding, (iv) a description of the factual basis alleged to underlie
such claim, suit or proceeding, including the date or dates of all
material occurrences, and (v) the amount claimed and other relief
sought.

(b) Part II of Schedule 3.6 lists, as of the Closing Date and to
the extent not otherwise included in Part I of Schedule 3.6, all
material liens, claims and encumbrances secured by any of the Assets,
including a description of the nature of such lien, claim or
encumbrance, the amount secured if it secures a liability, the nature of
the obligation secured, and the party holding such lien, claim or
encumbrance.

5
<PAGE> 9

Business or affecting or relating to any Facility Property (as described
in Section 3.8), including a description of the nature and principal
terms of such leasehold interest and the identity of the other party
thereto.

3.7. Conduct of Business. Except as set forth on Schedule 3.7, since the
Balance Sheet Date and prior to the Closing Date:

(a) The Business has been conducted only in the ordinary course;
and

(b) There has been no change in the condition (financial or
otherwise) of the Assets or the liabilities or operations of Seller
relating to the Business other than changes in the ordinary course of
business, none of which either singly or in the aggregate has been
materially adverse.

3.8. Permits and Licenses.

(a) Schedule 3.8(a) is a full and complete list, and includes
copies, of all material permits, licenses, franchises, titles (including
motor vehicle titles and current registrations), fuel permits, zoning
and land use approvals and authorizations, including, without
limitation, any conditional or special use approvals or zoning
variances, occupancy permits, and any other similar documents
constituting a material authorization or entitlement or otherwise
material to the operation of the Business by Seller (collectively the
"GOVERNMENTAL PERMITS") owned by, issued to, held by or otherwise
benefiting Seller as of the Closing Date. The status of the Governmental
Permits related to the disposal areas owned or used by Seller,
including, without limitation, any conditions thereto and, if
applicable, the expiration dates thereof, are also described in Schedule
3.8(a). Schedule 3.8(a) also sets forth the name of any governmental
agency from whom Seller or Buyer must obtain consent (the "REQUIRED
GOVERNMENTAL CONSENTS") in order to effect a direct or indirect transfer
of the Governmental Permits required as a result of the consummation of
the transactions contemplated by this Agreement. Except as set forth on
Schedule 3.8(a), all of the Governmental Permits enumerated and listed
on Schedule 3.8(a) are and will be adequate for the operation of the
Business of Seller and of each Facility Property as presently operated
and are valid and in full force and effect. All of said Governmental
Permits and agreements have been duly obtained and are in full force and
effect, and there are no proceedings pending or, to the knowledge of
Seller, threatened which may result in the revocation, cancellation,
suspension or adverse modification of any of the same. Seller has no
knowledge of any reason why all such Governmental Permits and agreements
will not remain in effect after consummation of the transactions
contemplated hereby.

6
<PAGE> 10

(B) relate to the discharge or release of materials into the environment
and/or the handling or transportation of waste materials or hazardous or
toxic substances or otherwise relate to the protection of the public
health or the environment, or (C) were filed with or submitted to
appropriate governmental agencies during the past five years by Seller
or her agents, and (ii) all material notifications from such
governmental agencies to Seller or her agents in response to or relating
to any of such Records, Notifications and Reports.

(c) Schedule 3.8(c) lists, as of the Closing Date, each facility
owned, leased, operated or otherwise used by Seller for the Business,
the ownership, lease, operation or use of which is being transferred to,
assumed by or otherwise acquired directly or indirectly by the Buyer
pursuant to this Agreement (each, a "FACILITY" and collectively, the
"FACILITIES"). Except as otherwise disclosed on Schedule 3.8(c):

i. Each Facility is fully licensed, permitted and
authorized to carry on its current business under all applicable
federal, state and local statutes, orders, approvals, zoning or
land use requirements, rules and regulations and no Facility is a
non-conforming use or otherwise subject to any restrictions
regarding reconstruction.

ii. All activities and operations at each Facility are
being and have been conducted in compliance in all material
respects with the requirements, criteria, standards and
conditions set forth in all applicable federal, state and local
statutes, orders, approvals, permits, zoning or land use
requirements and restrictions, variances, licenses, rules and
regulations.

iii. Each Facility is located on real property owned or
leased by Seller (each a "FACILITY PROPERTY").

iv. There are no circumstances, conditions or reasons
which are likely to be the basis for revocation or suspension of
any Facility's site assessments, permits, licenses, consents,
authorizations, zoning or land use permits, variances or
approvals relating to any Facility owned by Seller and to be used
in the Business after the Closing, and to the knowledge of Seller
there are no circumstances, conditions or reasons which are
likely to be the basis for revocation or suspension of any site
assessments, permits, licenses, consents, authorizations, zoning
or land use permits, variances or approvals relating to any such
Facility.

3.9. Affiliate. For purposes of this Agreement, the term "AFFILIATE"
means, with respect to any person, any person that directly or indirectly
through one or more intermediaries controls, or is controlled by, or is under
common control with such person, in the case of individuals includes the
individual's spouse, father, mother, grandfather, grandmother, brothers,
sisters, children and grandchildren, and in the case of a trust includes the
grantors, trustees and beneficiaries of the trust.

7
<PAGE> 11

3.10. Fixed Assets and Facility Property.

(a) Schedule 3.10(a) lists, as of the Closing Date, substantially
all the fixed assets (other than real estate) of Seller used in the
Business, including, without limitation, identification of each vehicle
by description and serial number, identification of machinery, equipment
and general descriptions of parts, supplies and inventory. Except as
described on Schedule 3.10(a), all of Seller's containers, vehicles,
machinery and equipment necessary for the operation of the Business are
in good working order and condition, normal wear and tear excepted, and
all of the motor vehicles and other rolling stock of Seller is in
material compliance with all applicable laws, rules and regulations. All
such vehicles, machinery and equipment are substantially fit for the
purposes for which they are utilized and are free from defects which
could cause them to fail. All leases of fixed assets are in full force
and effect and binding upon the parties thereto; neither Seller nor any
other party to such leases is in breach of any of the material
provisions thereof.

(b) Seller has good, valid and marketable title to all of the
Assets, tangible and intangible, actually used or necessary for the
conduct of the Business, free of any encumbrance or charge of any kind
except: (i) liens for current taxes not yet due; and (ii) minor
imperfections of title and encumbrances, if any, that are not
substantial in amount, do not materially detract from the value of the
property subject thereto, do not materially impair the value of the
Business or the Assets, and have arisen only in the ordinary course of
business and consistent with past practice. There are and as of the
Closing Date will be no leases, occupancy agreements, options, rights of
first refusal or any other agreements or arrangements, either oral or
written, that create or confer in any person or entity the right to
acquire, occupy or possess, now or in the future, any Assets, or any
portion thereof, or create in or confer on any person or entity any
right, title or interest therein or in any portion thereof.

3.11. Acquisition/Disposal of Assets. Except as indicated on Schedule
3.11, since the Balance Sheet Date, Seller has not acquired or sold or otherwise
disposed of any properties or assets which, singly or in the aggregate, have a
value in excess of $5,000, or which are material to the operation of the
Business as presently conducted.

3.12. Contracts and Agreements; Adverse Restrictions.

8
<PAGE> 12

on the Closing Date shall be in full force and effect and binding upon
the parties thereto. Except as described or cross referenced on Schedule
3.12(a), neither Seller nor, to Seller's knowledge, any other parties to
such contracts and agreements is in breach thereof, and none of the
parties has threatened to breach any of the material provisions thereof
or notified Seller of a default thereunder, or exercised any options
thereunder.

(b) Except as set forth on Schedule 3.12(b), there is no
outstanding judgment, order, writ, injunction or decree against Seller,
the result of which could materially adversely affect Seller, the
Business or any of the Assets, nor has Seller been notified that any
such judgment, order, writ, injunction or decree has been requested.

3.13. Personnel. Schedule 3.13 is a complete list, as of the Closing
Date, of all employees (by type or classification) of Seller relating to the
Business and their respective rates of compensation, including (i) the portions
thereof attributable to bonuses, (ii) any other salary, bonus, equity
participation, or other compensation arrangement made with or promised to any of
them, and (iii) copies of all employment agreements with employees. Schedule
3.13 also lists the driver's license number for each driver of motor vehicles
used in the Business.

3.14. Benefit Plans and Union Contracts.

(a) Schedule 3.14(a) is a complete list as of the Closing Date,
and includes complete copies, of all employee benefit plans and
agreements currently maintained or contributed to by Seller relating to
the Business, including employment agreements and any other agreements
containing "golden parachute" provisions, retirement plans, welfare
benefit plans and deferred compensation agreements, together with copies
of such plans, agreements and any trusts related thereto, and
classifications of employees covered thereby as of the Closing Date.
Except for the employee benefit plans described on Schedule 3.14(a),
Seller has no other pension, profit sharing, deferred compensation, or
other employee benefit plans or arrangements with any party. Except as
disclosed on Schedule 3.14(a), all employee benefit plans listed on
Schedule 3.14(a) are fully funded and in substantial compliance with all
applicable federal, state and local statutes, ordinances and
regulations. All such plans that are intended to qualify under Section
401(a) of the Internal Revenue Code have been determined by the Internal
Revenue Service to be so qualified, and copies of such determination
letters are included as part of Schedule 3.14(a). All reports and other
documents required to be filed with any governmental agency or
distributed to plan participants or beneficiaries (including, but not
limited to, actuarial reports, audits or tax returns) have been timely
filed or distributed, and copies thereof are included as part of
Schedule 3.14(a). All employee benefit plans listed on such Schedule
have been operated in accordance with the terms and provisions of the
plan documents and all related documents and policies. Seller has not
incurred any liability for excise tax or penalty due to the Internal
Revenue Service or U.S. Department of Labor nor any liability to the
Pension Benefit Guaranty Corporation for any employee benefit plan, nor
have Seller, nor party-in-interest or disqualified person, engaged in
any transaction or other activity which would give rise to such
liability. Seller has not

9
<PAGE> 13

participated in or made contributions to any "multi-employer plan" as
defined in the Employee Retirement Income Security Act of 1974
("ERISA"), nor would Seller be subject to any withdrawal liability with
respect to such a plan if any such employer withdrew from such a plan
immediately prior to the Closing Date. No employee pension benefit plan
is under funded on a termination basis as of the date of this Agreement.

(b) Schedule 3.14(b) is a complete list, as of the Closing Date,
and includes complete copies of all union contracts and agreements
between Seller and any collective bargaining group relating to the
Business. In the operation of the Business, Seller has complied in all
material respects with all applicable federal and state laws respecting
employment and employment practices, terms and conditions of employment,
wages and hours, and nondiscrimination in employment, and are not
engaged in any unfair labor practice. There is no charge pending nor, to
Seller's knowledge, is there any charge threatened against Seller
relating to the Business before any court or agency and alleging
unlawful discrimination in employment practices. There is no charge of
or proceeding with regard to any unfair labor practice relating to the
Business that is pending before the National Labor Relations Board.
There is no labor strike, dispute, slow down or stoppage as of the
Closing Date, existing or threatened against Seller relating to the
Business; no union organizational activity exists respecting employees
of Seller relating to the Business not currently subject to a collective
bargaining agreement; except as set forth on Schedule 3.14(b), the
Business has not experienced any work stoppage or material labor
difficulty; the union contracts or other agreements delivered as part of
Schedule 3.14(b) constitute all agreements with the unions or other
collective bargaining groups relating to the Business, and there are no
other arrangements or established practices relating to the employees
covered by any collective bargaining agreement; and Schedule 3.14(b)
contains as of the Closing Date a list of all arbitration or grievance
proceedings relating to the Business that have occurred since the
Balance Sheet Date. No one has petitioned within the last five years,
and no one is now petitioning, for union representation of any employees
of Seller relating to the Business. Seller has not experienced any labor
strike, slow-down, work stoppage, or other job action during the last
five years relating to the Business.

3.15. Taxes.

(a) Seller has timely filed all requisite federal, state, local
and other tax and information returns due for all fiscal periods ended
on or before the Closing Date. All such returns are accurate and
complete. Except as set forth on Schedule 3.15, there are no open years,
examinations in progress, extensions of any statute of limitations or
claims against Seller relating to federal, state, local or other taxes
(including penalties and interest) for any period or periods prior to
and including the Closing Date and no notice of any claim for taxes has
been received. Copies of (i) any tax examinations, (ii) extensions of
statutory limitations and (iii) the federal income, and state franchise,
income and sales tax returns of Seller for the last three fiscal years
are attached as part of Schedule 3.15. Seller has not been contacted by
any federal, state or local taxing

10
<PAGE> 14

authority regarding a prospective examination.

(b) Except as set forth on Schedule 3.15 (which schedule also
includes the amount due) Seller has duly paid all taxes and other
related charges required to be paid prior to the Closing Date. The
reserves for taxes contained in the Financial Statements are adequate to
cover the tax liability of Seller as of the Closing Date.

(c) Seller has withheld all required amounts from her employees
for all pay periods in full and complete compliance with the withholding
provisions of applicable federal, state and local laws. All required
federal, state and local and other returns with respect to income tax
withholding, social security, and unemployment taxes have been duly
filed by Seller for all periods for which returns are due, and the
amounts shown on all such returns to be due and payable have been paid
in full.

3.16. Copies Complete. Except as disclosed on Schedule 3.16, the copies
of all leases, instruments, agreements, licenses, permits, certificates or other
documents that have been delivered to Buyer in connection with the transactions
contemplated hereby are complete and accurate as of the Closing Date and are
true and correct copies of the originals thereof. None of such leases,
instruments, agreements, licenses, permits, site assessments, certificates or
other documents requires notice to, or consent or approval of, any governmental
agency or other third party to any of the transactions contemplated hereby,
except such consents and approvals as are listed on Schedule 3.16, all of which
will have been obtained prior to the Closing Date.

3.17. Customers, Billings, Current Receipts and Receivables. Schedule
3.17 is current, accurate and complete list of, and includes:

(a) the customers of the Business that Seller serves on an
ongoing basis, including name, location and current billing rate, as of
the Closing Date; and

(b) an accurate and complete aging of all accounts and notes
receivable from customers as of the last day of the month preceding the
Closing Date, showing amounts due in 30-day aging categories. Except to
the extent of the allowance for bad debts reflected on the Financial
Statements or otherwise disclosed on Schedules 3.9 and 3.18, Seller's
accounts and notes receivable are collectible in the amounts shown on
Schedules 3.9 and 3.18.

Since the Balance Sheet Date, Seller has not lost any customers and no customers
have threatened or otherwise indicated to Seller that they intend to discontinue
doing business with Seller.

3.18. No Change With Respect to Seller. Except as set forth on Schedule
3.18, with respect to Seller, since the Balance Sheet Date, there has not been,
and prior to the Closing there will not be, any change in the conduct of the
Business, the income, operations or financial condition of the Business, or the
Assets.

11
<PAGE> 15

3.20. Compliance With Laws. Except as disclosed on Schedule 3.20, Seller
has complied with, and Seller is presently in compliance with, federal, state
and local laws, ordinances, codes, rules, regulations, Governmental Permits,
orders, judgments, awards, decrees, consent judgments, consent orders and
requirements applicable to Seller relating to the Business (collectively
"LAWS"), including, but not limited to, Laws relating to the public health,
safety or protection of the environment (collectively, "ENVIRONMENTAL LAWS").
Except as disclosed on Schedule 3.20, there has been no assertion by any party
that Seller is in material violation of any Laws. Specifically and without
limiting the generality of the foregoing, except as disclosed on Schedule 3.20:

(a) Except as permitted under applicable laws and regulations,
including, without limitation, the Federal Resource Conservation
Recovery Act, 42 USC Section 6901 et seq. ("RCRA"), the Business has not
accepted, processed, handled, transferred, generated, treated, stored or
disposed of any Hazardous Material (as defined in Section 3.20(e) below)
nor has it accepted, processed, handled, transferred, generated,
treated, stored or disposed of asbestos, medical waste, radioactive
waste or municipal waste, except in compliance with Environmental Laws.

(b) During Seller's ownership or leasing of the Facility Property
owned or leased by it and prior to Seller's ownership or leasing of such
Facility Property, no Hazardous Material, other than that allowed under
Environmental Laws, including, without limitation, RCRA, has been
disposed of, or otherwise released on any Facility Property.

12
<PAGE> 16

previously owned by Seller. There are no pending and no threatened
actions or proceedings from any governmental agency or any other entity
involving remediation of any condition of any Facility Property,
including, without limitation, petroleum contamination, pursuant to
Environmental Laws.

(d) Except as allowed under Environmental Laws, the Business has
not knowingly sent, transported or arranged for the transportation or
disposal of any Hazardous Material, to any site, location or facility.

(e) As used in this Agreement, "HAZARDOUS MATERIAL" shall mean
the substances (i) defined as "HAZARDOUS WASTE" in 40 CFR 261, and
substances defined in any comparable applicable state statute or
regulation; (ii) any substance the presence of which requires
remediation pursuant to any Environmental Laws; and (iii) any substance
disposed of in a manner not in compliance with Environmental Laws.

3.21. Patents, Trademarks, Trade Names, etc. No patents, tradenames,
fictitious business names, trademarks, service marks, copyrights or other
intellectual property is currently used in the operation of the Business or in
connection with the Assets.

3.22. Suppliers and Customers. The relations between Seller and the
customers of the Business are good. Seller has no knowledge of any fact (other
than general economic and industry conditions) which indicates that any of the
suppliers supplying products, components, materials or providing use of, or
access to, landfills or disposal sites to Seller intends to cease providing such
items to Seller, nor does Seller have knowledge of any fact (other than general
economic and industry conditions) which indicates that any of the customers of
the Business intends to terminate, limit or reduce its business relations with
Seller relating to the Business.

3.23. Absence of Certain Business Practices. Seller has not directly or
indirectly within the past five years given or agreed to give any gift or
similar benefit to any customer, supplier, governmental employee or other person
who is or may be in a position to help or hinder the Business in connection with
any actual or proposed transaction which (a) might subject Seller to any damage
or penalty in any civil, criminal or governmental litigation or proceeding, (b)
if not given in the past, might have had an adverse effect on the financial
condition, business or results of operations of the Business, or (c) if not
continued in the future, might adversely affect the financial condition,
business or operations of the Business or which might subject Buyer to suit or
penalty in any private or governmental litigation or proceeding.

3.25. No Misleading Statements. The representations and warranties of
Seller contained in this Agreement, the Exhibits and Schedules hereto and all
other documents and information

13
<PAGE> 17

furnished to Buyer and its representatives pursuant hereto are complete and
accurate in all material respects and do not include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements made and to be made not misleading.

3.26. Accurate and Complete Records. The books, ledgers, financial
records and other records of Seller relating to the Business:

(a) have been made available to Buyer and its agents at Seller's
offices or at the offices of Buyer's attorneys or Seller's attorneys;

(b) have been, in all material respects, maintained in accordance
with all applicable laws, rules and regulations; and

3.27. Knowledge. Wherever reference is made in this Agreement to the
"knowledge" of Seller, such term means the actual knowledge of Seller or any
management employee of Seller whose duties relate to the Business or any
knowledge which should have been obtained by Seller or such employee upon
reasonable inquiry by a reasonable business person.

3.28. Brokers; Finders. No person has acted directly or indirectly as a
broker, finder or financial advisor for Seller in connection with the
transactions contemplated by this Agreement and no person is entitled to any
broker's, finder's, financial advisory or similar fee or payment in respect
thereof based in any way on any agreement, arrangement or understanding made by
or on behalf of Seller.

3.29. Investment Representations. Seller further represents that:

(a) Seller is an "accredited investor" as defined in Rule 501(a)
under the Securities Act of 1933, as amended (the "Act"). Seller has
such knowledge and experience in financial matters, either alone or with
Seller's professional advisors, that she is capable of evaluating the
merits and risks of the investment in the WCI Stock.

(b) Seller is a resident of the State of California.

(c) Seller has had access to such information relating to WCI as
Seller feels is reasonably necessary to make an informed investment
decision with respect to the WCI Stock.

(d) Seller has had the opportunity to ask questions and receive
answers concerning the terms and conditions of the transactions
contemplated by this Agreement and to obtain additional information that
WCI possesses or can obtain without unreasonable effort or expense that
is necessary to verify the accuracy of the information provided.

14
<PAGE> 18

(e) Seller is acquiring the WCI Stock pursuant to this Agreement
for her own account, not as a nominee or agent. No one else has any
interest, beneficial or otherwise, in any of the WCI Stock.

(g) Without in any way limiting the representations herein,
Seller further agrees that Seller shall not encumber, pledge,
hypothecate, sell, transfer, assign or otherwise dispose of, or receive
any consideration for, any shares of the WCI Stock or any interest in
them, unless and until prior to any proposed encumbrance, pledge,
hypothecation, sale, transfer, assignment or other disposition, (i) a
registration statement on Form S-1 or S-3 (or any other form appropriate
for the purpose or replacing such form) under the Act with respect to
the shares proposed to be transferred or otherwise disposed of shall be
then effective (ii)(a) she shall have furnished WCI with a detailed
statement of the circumstances of the proposed disposition, and (b) she
shall have furnished WCI with an opinion of counsel or no-action letter
issued by the Staff of the Securities and Exchange Commission ("SEC")
(obtained at Seller's expense) in form and substance satisfactory to WCI
to the effect that such disposition will not require registration of any
such WCI Stock under the Act or qualification of any such shares under
any other securities law; or (iii) Rule 144 is available with respect to
such transaction.

(h) Seller understands and agrees that each certificate or other
instrument representing the WCI Stock will bear a legend on the face
thereof (or on the reverse thereof with a reference to such legend on
the face thereof) which legend restricts the sale, transfer or other
disposition of the WCI Stock otherwise than in accordance with Sections
3.30(g) of this Agreement provided, however, that WCI shall, on the
request of Seller, cause such legends to be removed from the
certificates or other instrument evidencing the WCI Stock if Seller has
held such WCI Stock for the period contemplated by Rule 144(k) under the
Act and if Seller is not then and has not been during the three months
preceding such request an affiliate of WCI (as defined in Rule 144 under
the Act).

(i) Seller understands and agrees that the WCI Stock will be
"restricted securities" as that term is defined in Rule 144 under the
Act and, accordingly, that the WCI Stock must be held indefinitely
unless subsequently registered under the Act or an exemption from such
registration is available.

15
<PAGE> 19

(j) Seller hereby agrees that, during the period of duration
specified by WCI and an underwriter of the WCI Stock or other securities
of WCI, following the effective date of a registration statement filed
under the Act for the first public offering of WCI's Common Stock, she
shall not, to the extent requested by WCI and such underwriter, directly
or indirectly sell, offer to sell, contract to sell (including, without
limitation, any short sale), grant any option to purchase or otherwise
transfer or dispose of (other than to donees who agree to be similarly
bound) any securities of WCI held by her at any time during such period
except the WCI Stock included in such registration; provided, however,
that:

i. all officers and directors of WCI, enter into similar
agreements; and

ii. such market stand-off time period shall not exceed
180 days.

In order to enforce the foregoing covenant, WCI may impose
stop-transfer instructions with respect to the WCI Stock until the end of such
period.

4. REPRESENTATIONS AND WARRANTIES OF WCI AND BUYER

4.1. Existence and Good Standing. WCI is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
Buyer is a corporation duly organized, validly existing and in good standing
under the laws of the State of California.

4.2. No Contractual Restrictions. No provisions exist in any article,
document or instrument to which WCU or WCI is a party or by which WCU or WCI is
bound which would be violated by consummation of the transactions contemplated
by this Agreement.

16
<PAGE> 20

agreement or instrument to which Buyer or WCI is a party or by which either is
bound.

4.4. No Misleading Statements. The representations and warranties of WCI
and Buyer contained in this Agreement, the Exhibits and Schedules hereto and all
other documents and information furnished to Seller pursuant hereto are
materially complete and accurate, and do not include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements made and to be made not misleading as of the Closing Date.

5. CLOSING DELIVERIES

At the Closing, the respective parties shall make the deliveries
indicated:

5.1. Buyer's Deliveries.

(a) Buyer shall deliver the cash portion of the Purchase Price
and the WCI Stock to Seller.

5.2. Seller's Deliveries.

(a) Seller shall deliver to Buyer (and/or its designee) an
executed bill of sale and other instruments of transfer and conveyance
for the full and complete transfer, conveyance, assignment and delivery
to Buyer on the Closing Date of all of Seller's right, title and
interest in and to all of the Assets, accompanied by all third party
consents required with respect thereto, including, without limitation,
written evidence of the release of the liens and encumbrances with
respect to the Assets;

(b) Seller shall deliver to Buyer an executed assignment or
transfer of the Assumed Contracts and Governmental Permits accompanied
by all third party consents required with respect thereto;

(c) Seller shall deliver to Buyer (and/or its designee) all motor
vehicle registrations and ownership documents for the motor vehicles
being acquired by Seller;

(d) Seller shall deliver to Buyer an opinion of counsel for
Seller, dated as of the Closing Date, in substantially the form attached
hereto as Exhibit 5.2(e).

(e) Seller shall execute and deliver such other documents and
instruments as are reasonably requested by WCI or Buyer in order to
consummate the transactions contemplated by this Agreement.

(f) Seller shall deliver to Buyer evidence satisfactory to Buyer
showing that all written employment contracts and all oral employment
contracts other than those that are terminable "at will" without payment
of severance (other than normal severance benefits approved by Buyer) or
other benefits with non-union employees of Seller (including,

17
<PAGE> 21

without limitation, rights to obtain equity in the Business or Assets)
have been terminated, effective on or before the Closing Date.

6. INDEMNIFICATION

6.1. Indemnity by Seller. Subject to Section 6.2, Seller covenants and
agrees that she will indemnify and hold harmless WCI and Buyer and their
respective directors, officers and agents and their respective successors and
assigns (collectively the "INDEMNITEES"), from and after the date of this
Agreement, against any and all losses, damages, assessments, fines, penalties,
adjustments, liabilities, claims, deficiencies, costs, expenses (including
specifically, but without limitation, reasonable attorneys' fees and expenses of
investigation), expenditures, including, without limitation, any Environmental
Site Losses (as such term is hereinafter defined) identified by a WCI Indemnitee
with respect to each of the following contingencies until the expiration of the
applicable statute of limitations (all, the "INDEMNITY EVENTS"):

(a) Any misrepresentation, breach of warranty, or nonfulfillment
of any agreement or covenant on the part of Seller pursuant to the terms
of this Agreement or any misrepresentation in or omission from any
Exhibit, Schedule, list, certificate, or other instrument furnished or
to be furnished to WCI or Buyer pursuant to the terms of this Agreement,
regardless of whether, in the case of a breach of a representation or a
warranty, WCI or Buyer relied on the truth of such representation or
warranty or had any knowledge of any breach thereof.

(b) The design, development, construction or operation of any
"ENVIRONMENTAL SITE" as hereinafter defined, or the installation or
operation of an Underground Storage Tank ("UST") during any period on or
prior to the Closing Date. As used in this Agreement, "Environmental
Site" shall mean any facility, any UST and any other waste storage,
processing, treatment or disposal facility, and any other business site
or any other real property owned, leased, controlled or operated by
Seller or by any predecessor thereof on or prior to the Closing Date and
used in the Business, provided however, as to activities of such
predecessors, only to the extent that Seller had knowledge of such
activities. As used in this Agreement, "ENVIRONMENTAL SITE LOSSES" shall
mean any and all losses, damages (including exemplary damages and
penalties), liabilities, claims, deficiencies, costs, expenses, and
expenditures (including, without limitation, expenses in connection with
site evaluations, risk assessments and feasibility studies) arising out
of or required by an interim or final judicial or administrative decree,
judgment, injunction, mandate, interim or final permit condition or
restriction, cease and desist order, abatement order, compliance order,
consent order, clean-up order, exhumation order, reclamation order or
any other remedial action that is required to be undertaken under
federal, state or local law in respect of operating activities on or
affecting any facility, any UST or any other Environmental Site,
including, but not limited to (x) any actual or alleged violation of any
law or regulation respecting the protection of the environment,
including, but not limited to, RCRA and CERCLA or any other law or
regulation respecting the protection of the air, water and land and (y)
any

18
<PAGE> 22

remedies or violations, whether by a private or public action, alleged
or sought to be assessed as a consequence, directly or indirectly, of
any Release (as defined below) of pollutants (including odors) or
Hazardous Substances from any facility, any UST or any other
Environmental Site resulting from activities thereat, whether such
Release is into the air, water (including groundwater) or land and
whether such Release arose before, during or after the Closing Date. The
term "RELEASE" as used herein means any spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping or disposing into the ambient environment.

(c) All actions, suits, proceedings, demands, assessments,
adjustments, costs and expenses (including specifically, but without
limitation, reasonable attorneys' fees and expenses of investigation)
incident to any of the foregoing.

6.2. Limitations on Seller's Indemnities. The maximum amount which the
Indemnitees can recover as a result of one or more Indemnity Events pursuant to
the provisions hereof for Claims shall not in the aggregate exceed the Purchase
Price.

6.3. Notice of Indemnity Claim.

(a) In the event that any claim ("CLAIM") is hereafter asserted
against or arises with respect to any Indemnitee as to which such
Indemnitee may be entitled to indemnification hereunder, WCI Indemnitee
shall notify Seller (the "INDEMNIFYING PARTY") in writing thereof (the
"CLAIMS NOTICE") within 60 days after (i) receipt of written notice of
commencement of any third party litigation against such Indemnitee, (ii)
receipt by such Indemnitee of written notice of any third party claim
pursuant to an invoice, notice of claim or assessment, against such
Indemnitee, or (iii) such Indemnitee becomes aware of the existence of
any other event in respect of which indemnification may be sought from
the Indemnifying Party (including, without limitation, any inaccuracy of
any representation or warranty or breach of any covenant). The Claims
Notice shall describe the Claim and the specific facts and circumstances
in reasonable detail, and shall indicate the amount, if known, or an
estimate, if possible, of the losses that have been or may be incurred
or suffered by the Indemnitee.

(b) The Indemnifying Party may elect to defend any Claim for
money damages where the cumulative total of all Claims (including such
Claims) do not exceed the limit set forth in Section 6.2 at the time the
Claim is made, by the Indemnifying Party's own counsel; provided,
however, the Indemnifying Party may assume and undertake the defense of
such a third party Claim only upon written agreement by the Indemnifying
Party that the Indemnifying Party is obligated to fully indemnify WCI
Indemnitee with respect to such action. WCI Indemnitee may participate,
at WCI's Indemnitee's own expense, in the defense of any Claim assumed
by the Indemnifying Party. Without the written approval of WCI
Indemnitee, which approval shall not be unreasonably withheld, the
Indemnifying Party shall not agree to any compromise of a Claim defended
by the Indemnifying Party.

19
<PAGE> 23

(c) If, within 30 days of the Indemnifying Party's receipt of a
Claims Notice, the Indemnifying Party shall not have provided the
written agreement required by Section 6.3(b) and elected to defend the
Claims, WCI Indemnitee shall have the right to assume control of the
defense and/or compromise of such Claim, and the costs and expenses of
such defense, including reasonable attorneys' fees, shall be added to
the Claim. The Indemnifying Party shall promptly, and in any event
within 30 days reimburse WCI Indemnitee for the costs of defending the
Claim, including attorneys' fees and expenses.

(d) The party assuming the defense of any Claim shall keep the
other party reasonably informed at all times of the progress and
development of its or their defense of and compromise efforts with
respect to such Claim and shall furnish the other party with copies of
all relevant pleadings, correspondence and other papers. In addition,
the parties to this Agreement shall cooperate with each other and make
available to each other and their representatives all available relevant
records or other materials required by them for their use in defending,
compromising or contesting any Claim. The failure to timely deliver a
Claims Notice or otherwise notify the Indemnifying Party of the
commencement of such actions in accordance with this Section 6.3 shall
not relieve the Indemnifying Party from the obligation to indemnify
hereunder but only to the extent that the Indemnifying Party establishes
by competent evidence that it has been prejudiced thereby.

(e) In the event both the Indemnitee and the Indemnifying Party
are named as defendants in an action or proceeding initiated by a third
party, they shall both be represented by the same counsel (on whom they
shall agree), unless such counsel, the Indemnitee, or the Indemnifying
Party shall determine that such counsel has a conflict of interest in
representing both the Indemnitee and the Indemnifying Party in the same
action or proceeding and the Indemnitee and the Indemnifying Party do
not waive such conflict to the satisfaction of such counsel.

20
<PAGE> 24

off against any and all payments due Seller on the Note, any amount to which
WCI, Buyer or any other WCI Indemnitee is entitled to be indemnified hereunder
with respect to any Indemnity Event. Such right of set off shall be separate and
apart from any and all other rights and remedies that the Indemnities may have
against Seller or her successors.

7. OTHER POST-CLOSING COVENANTS OF SELLER AND WCI

7.1. Restrictive Covenants. Seller acknowledges that (i) WCI and Buyer,
as the purchasers of the Assets (including the goodwill of the Business), are
and will be engaged in the same business as the Business; (ii) Seller is
intimately familiar with the Business; (iii) the Business is currently conducted
in the State of California and WCI and Buyer, directly and indirectly through
their Affiliates, currently conduct business in California and intend, by
acquisition or otherwise, to expand the Business into other geographic areas of
California where it is not presently conducted; (iv) Seller has had access to
trade secrets of, and confidential information concerning, the Business; (v) the
agreements and covenants contained in this Section 11.1 are essential to protect
the Business and the goodwill being acquired; and (vi) Seller has the means to
support herself and her dependents other than by engaging in a business
substantially similar to the Business and the provisions of this Section 11 will
not impair such ability. Seller covenant and agree as set forth in (a), (b) and
(c) below with respect to the Business:

(a) Non-Compete. For a period commencing on the Closing Date and
terminating five years thereafter (the "RESTRICTED PERIOD"), Seller
shall not, anywhere in the Cities of Stanton or Norfolk, Nebraska, or
the County of Stanton, Nebraska, directly or indirectly, acting
individually or as the owners, shareholders, partners, or employees of
any entity, (i) engage in the operation of a solid waste collection,
transporting, disposal and/or composting business, transfer facility,
recycling facility, materials recovery facility or solid waste landfill;
(ii) enter the employ of, or render any personal services to or for the
benefit of, or assist in or facilitate the solicitation of customers
for, or receive remuneration in the form of salary, commissions or
otherwise from, any business engaged in such activities; or (iii)
receive or purchase a financial interest in, make a loan to, or make a
gift in support of, any such business in any capacity, including,
without limitation, as a sole proprietor, partner, shareholder, officer,
director, principal, agent, trustee or lender; provided, however, that
Seller may (x) engage in the operation of a septic system pumping
business; and (y) own, directly or indirectly, solely as an investment,
securities of any business traded on any national securities exchange or
NASDAQ, provided Seller is not a controlling person of, or member of a
group which controls, such business and further provided that Seller
does not, in the aggregate, directly or indirectly, own 2% or more of
any class of securities of such business.

21
<PAGE> 25

pricing policies, operational methods, marketing plans or strategies,
bidding practices and policies, product development techniques or plans,
and technical processes; provided, however, that the term "Confidential
Information" shall not include information that (i) is or becomes
generally available to the public other than as a result of disclosure
by Seller, or (ii) is general knowledge in the solid waste handling and
landfill business and not specifically related to the Business.

(c) Property of the Business. All memoranda, notes, lists,
records and other documents or papers (and all copies thereof) relating
to the Business, including such items stored in computer memories, on
microfiche or by any other means, made or compiled by or on behalf of
Seller or made available to Seller relating to the Business (other than
those relating to the Excluded Assets and the Excluded Liabilities), but
excluding any materials maintained by any attorneys for Seller prior to
the Closing, are and shall be the property of WCI or Buyer and have been
delivered or will be delivered or made available to WCI or Buyer at the
Closing.

(d) Non-Solicitation. Without the consent of WCI, which may be
granted or withheld by WCI in its discretion, Seller shall not solicit
any employees of WCI, Buyer or their Affiliates to leave the employ of
WCI, Buyer or their Affiliates and join Seller in any business endeavor
owned or pursued by Seller.

(e) No Disparagement. From and after the Closing Date, Seller
shall not, in any way to any customer or employee of the Business or
Buyer, denigrate or derogate WCI, Buyer or any of their subsidiaries, or
any officer, director or employee, or any product or service or
procedure of any such company whether or not such denigrating or
derogatory statements shall be true and are based on acts or omissions
which are learned by Seller from and after the date hereof or on acts or
omissions which occur from and after the date hereof, or otherwise. A
statement shall be deemed denigrating or derogatory to any person if it
adversely affects the regard or esteem in which such person or entity is
held by such person. Without limiting the generality of the foregoing,
Seller shall not, directly or indirectly in any way in respect of any
such company or any such directors or officers, communicate with, or
take any action which is adverse to the position of any such company
with any customer or employee of the Business or Buyer. This paragraph
does not apply to the extent that testimony is required by legal
process, provided that WCI has received not less than five days' prior
written notice of such proposed testimony, or such lesser actual notice
as Seller shall have.

7.2. Rights and Remedies Upon Breach. If Seller breaches, or threatens
to commit a breach of, any of the provisions of Section 11.1(a), (b) or (d)
herein (the "RESTRICTIVE COVENANTS"), WCI and Buyer shall have the following
rights and remedies, each of which rights and remedies shall be independent of
the others and severally enforceable, and each of which is in addition to, and
not in lieu of, any other rights and remedies available to Buyer at law or in
equity:

22
<PAGE> 26

(b) Accounting. The right and remedy to require Seller to account
for and pay over to WCI or Buyer all compensation, profits, monies,
accruals, increments or other benefits derived or received by Seller as
the result of any transactions constituting a breach of the Restrictive
Covenants.

(c) Severability of Covenants. Seller acknowledges and agrees
that the Restrictive Covenants are reasonable and valid in geographical
and temporal scope and in all other respects. If any court determines
that any of the Restrictive Covenants, or any part thereof, is invalid
or unenforceable, the remainder of the Restrictive Covenants shall not
thereby be affected and shall be given full effect, without regard to
the invalid portions.

(d) Blue-Penciling. If any court determines that any of the
Restrictive Covenants, or any part thereof, is unenforceable because of
the duration or geographic scope of such provision, such court shall
reduce the duration or scope of such provision, as the case may be, to
the extent necessary to render it enforceable and, in its reduced form,
such provision shall then be enforced.

(e) Enforceability in Jurisdiction. WCI, Buyer and Seller intend
to and hereby confer jurisdiction to enforce the Restrictive Covenants
upon the courts of any jurisdiction within the geographic scope of the
Restrictive Covenants. If the courts of any one or more of such
jurisdictions hold the Restrictive Covenants unenforceable by reason of
the breadth of such scope or otherwise, it is the intention of WCI,
Buyer and Seller that such determination not bar or in any way affect
Buyer's right to the relief provided above in the courts of any other
jurisdiction within the geographic scope of the Restrictive Covenants as
to breaches of such covenants in such other respective jurisdictions,
such covenants as they relate to each jurisdiction being, for this
purpose, severable into diverse and independent covenants.

7.3. Release of Guaranties. WCI shall use reasonable efforts to obtain
the termination and release promptly after the Closing Date of the personal
guaranties of the Shareholder listed on Schedule 7.3, all of which relate to
indebtedness of Seller included in the Financial Statements as of the Balance
Sheet Date, or Buyers shall indemnify the Shareholder and hold him harmless from
and against all losses, expenses or claims by third parties to enforce or
collect indebtedness owed by Seller as of the Closing Date which is personally
guaranteed by the Shareholder pursuant to such guaranties. The Shareholder may
notify the obligees under such guaranties that

23
<PAGE> 27

he have terminated his obligations under such guaranties. The Shareholder shall
cooperate with WCI in obtaining such releases.

7.4. Access to Financial Statements and Records. For three years from
the Closing Date, if necessary for Buyers to obtain financing, Seller shall
allow Buyer or Buyer's designee to read and audit Seller's financial statements
and accounting records for the period of January 1, 1995, through the Closing
Date. Buyers shall assume any costs of such audit.

8. GENERAL

8.1. Additional Conveyances. Following the Closing, Seller and Buyer
shall each deliver or cause to be delivered at such times and places as shall be
reasonably agreed upon such additional instruments as Buyer or Seller may
reasonably request for the purpose of carrying out this Agreement. Seller will
cooperate with WCI and Buyer on and after the Closing Date in furnishing
information, evidence, testimony and other assistance in connection with any
actions, proceedings or disputes of any nature with respect to matters
pertaining to all periods prior to the date of this Agreement.

8.2. Assignment. This Agreement shall be binding on and shall inure to
the benefit of the parties hereto, the successors or assigns of WCI, Buyer and
Seller and Seller's heirs, legal representatives or assigns; provided, however,
that any such assignment shall be subject to the terms of this Agreement and
shall not relieve the assignor of its or his responsibilities under this
Agreement. Buyer may assign some or all of their rights hereunder to another
affiliate of WCI.

8.3. Public Announcements. Except as required by law, Seller shall not
make any public announcement or filing with respect to the transactions provided
for herein without the prior written consent of WCI.

8.4. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

8.5. Notices. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given if in writing and either
delivered personally, sent by facsimile transmission or by air courier service,
or mailed by postage prepaid registered or certified U.S. mail, return receipt
requested, to the addresses designated below or such other addresses as may be
designated in writing by notice given hereunder, and shall be effective upon
personal delivery or facsimile transmission thereof or upon delivery by
registered or certified U.S. mail or one business day following deposit with an
air courier service:

If to Seller: Gary D. and Elizabeth L. Wolff
Post Office Box 832
Stanton, Nebraska 68779

24
<PAGE> 28

With a copy to: Brad J. Montag, Esq.
Moyer & Moyer
Post Office Box 33
2424 Taylor Avenue
Norfolk, Nebraska 68702-0033

If to Buyer: Waste Connections, Inc.
2260 Douglas, Suite 280
Roseville, California 95661
Attention: Ronald J. Mittelstaedt

With a copy to: Robert D. Evans, Esq.
Shartsis, Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, California 94111

8.6. Attorneys' Fees. In the event of any dispute or controversy between
WCI or Buyer on the one hand and Seller on the other hand relating to the
interpretation of this Agreement or to the transactions contemplated hereby, the
prevailing party shall be entitled to recover from the other party reasonable
attorneys' fees and expenses incurred by the prevailing party. Such award shall
include post-judgment attorney's fees and costs.

8.7. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of California without regard to its
conflict of laws provisions.

8.8. Payment of Fees and Expenses. Whether or not the transactions
herein contemplated shall be consummated, each party hereto will pay its own
fees, expenses and disbursements incurred in connection herewith and all other
costs and expenses incurred in the performance and compliance with all
conditions to be performed hereunder.

8.9. Incorporation by Reference. All Schedules and Exhibits attached
hereto are incorporated herein by reference as though fully set forth at each
point referred to in this Agreement.

8.10. Captions. The captions in this Agreement are for convenience only
and shall not be considered a part hereof or affect the construction or
interpretation of any provisions of this Agreement.

8.11. Number and Gender of Words. Whenever the singular number is used
herein, the same shall include the plural where appropriate, and shall apply to
all of such number, and to each of them, jointly and severally, and words of any
gender shall include each other gender where appropriate.

25
<PAGE> 29

8.12. Entire Agreement. This Agreement (including the Schedules and
Exhibits hereto) and the other documents delivered pursuant hereto constitute
the entire Agreement and understanding between Seller, WCI and Buyer and
supersedes any prior agreement and understanding relating to the subject matter
of this Agreement. This Agreement may be modified or amended only by a written
instrument executed by Seller, WCI and Buyer acting through their officers,
thereunto duly authorized.

8.13. Waiver. No waiver by any party hereto at any time of any breach
of, or compliance with, any condition or provision of this Agreement to be
performed by any other party hereto may be deemed a waiver of similar or
dissimilar provisions or conditions at the same time or at any prior or
subsequent time.

8.14. Construction. The language in all parts of this Agreement must be
in all cases construed simply according to its fair meaning and not strictly for
or against any party. Unless expressly set forth otherwise, all references
herein to a "day" are deemed to be a reference to a calendar day. All references
to "business day" mean any day of the year other than a Saturday, Sunday or a
public or bank holiday in California. Unless expressly stated otherwise,
cross-references herein refer to provisions within this Agreement and are not
references to the overall transaction or to any other document.

9. GLOSSARY

The definitions of the terms used below can be found at the Section
indicated:

<TABLE>
<CAPTION>
Term Section
- ---- -------
<S> <C>
Affiliate 3.9.
Assumed Contracts 1.1.(b)
Average Closing Price 1.5
Balance Sheet Date 3.5
Business First Recital
Buyer Parties
Claim 6.3.(a)
Claims Notice 6.3.(a)
Closing 2.
Closing Date 2.
Closing Date Debt 3.19.
Confidential Information 7.1.(b)
Environmental Laws 3.20.
Environmental Site 6.1.(b)
Environmental Site Losses 6.1.(b)
Excluded Assets 1.1.
Facility 3.8.(c)
Facilities 3.8.(c)

</TABLE>

26
<PAGE> 30

<TABLE>
<S> <C>
Facility Property 3.8.(c)(iii)
Financial Statements 3.5.
Governmental Permits 1.1(c)
Hazardous Material 3.20.(e)
Hazardous Waste 3.20.(e)
Indemnifying Party 6.3.(a)
Indemnitees 6.1.
Indemnity Events 6.1.
Laws 3.20.
RCRA 3.20.(a)
Records, Notifications and Reports 3.8.(b)
Release 6.1.(b)
Representations and Warranties 6.4.
Required Governmental Consents 3.8.(a)
Restrictive Covenants 7.2.
Restricted Period 7.1.(a)
SEC 3.29(g)
Seller Parties
Shares 1.5.
WCI Parties
WCI Stock 1.5.

</TABLE>

27
<PAGE> 31

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
persons thereunto duly authorized as of the date first above written.

SELLER:

-----------------------------------
Gary D. Wolff

-----------------------------------
Elizabeth L. Wolff

WCI: Waste Connections, Inc.

By:
--------------------------------
Ronald J. Mittelstaedt
President, Chief Executive
Officer and Chairman

WCN: Waste Connections of Nebraska, Inc.

By:
--------------------------------
Ronald J. Mittelstaedt
President

<PAGE> 1
Exhibit 10.44

AGREEMENT AND PLAN OF MERGER

Dated as of September 21, 1998, by and among

Waste Connections, Inc.
WCI Acquisition Corporation
Evergreen Waste Systems Inc.
Keith H. Alexander
Todd D. Alexander

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
1. MERGER............................................................................. 1
1.1 The Merger.................................................................. 1
1.2 Effective Time.............................................................. 1
1.3 Effects of the Merger....................................................... 2
1.4 Articles of Incorporation and Bylaws of the Surviving Corporation........... 2
1.5 Directors................................................................... 2
1.6 Officers.................................................................... 2
1.7 Closing Time and Place...................................................... 2

2. MERGER CONSIDERATION; CONVERSION OF SECURITIES;
DISSENTING SHARES.................................................................. 3
2.1 Merger Consideration........................................................ 3
2.2 Additional Contingent Merger Consideration.................................. 3
2.3 Conversion of Capital Stock................................................. 5
2.4 Exchange of Certificates.................................................... 6
2.5 [INTENTIONALLY OMITTED]..................................................... 6
2.6 No Further Ownership Rights in Any Corporation's Stock...................... 6
2.7 Lost Certificates........................................................... 6
2.8 Allocation of the Merger Consideration...................................... 6
2.9 Excluded Assets............................................................. 7

3. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND
THE SHAREHOLDERS................................................................... 7
3.1 Organization, Standing and Qualification.................................... 7
3.2 Capitalization.............................................................. 7
3.3 All Stock Being Acquired.................................................... 7
3.4 Authority for Agreement and Merger Documents................................ 7
3.5 No Breach or Default........................................................ 8
3.6 Subsidiaries................................................................ 8
3.7 Financial Statements........................................................ 8
3.8 Liabilities................................................................. 8
3.9 [INTENTIONALLY OMITTED]..................................................... 10
3.10 Permits and Licenses........................................................ 10
3.11 Certain Receivables......................................................... 11
3.12 Fixed Assets and Real Property.............................................. 12
3.13 [INTENTIONALLY OMITTED]..................................................... 13
3.14 Contracts and Agreements; Adverse Restrictions.............................. 13
3.15 Insurance................................................................... 13
3.16 Personnel................................................................... 14
3.17 Benefit Plans and Union Contracts........................................... 14
</TABLE>

i
<PAGE> 3

<TABLE>
<CAPTION>
Page
----
<S> <C>
3.18 Taxes....................................................................... 15
3.19 Copies Complete; Required Consents.......................................... 16
3.20 Customers, Billings, Current Receipts and Receivables....................... 16
3.21 No Change With Respect to the Corporation................................... 17
3.22 Closing Date Debt; Effective Date Current Assets and Effective Date
Current Liabilities......................................................... 18
3.23 Bank Accounts............................................................... 19
3.24 Compliance With Laws........................................................ 19
3.25 Powers of Attorney.......................................................... 20
3.26 Underground Storage Tanks................................................... 20
3.27 Patents, Trademarks, Trade Names, etc....................................... 21
3.28 Assets, etc., Necessary to Business......................................... 21
3.29 Condemnation................................................................ 22
3.30 Suppliers and Customers..................................................... 22
3.31 Absence of Certain Business Practices....................................... 22
3.32 Related Party Transactions.................................................. 22
3.33 Disclosure Schedules........................................................ 22
3.34 No Misleading Statements.................................................... 23
3.35 Accurate and Complete Records............................................... 23
3.36 Knowledge................................................................... 23
3.37 Brokers; Finders............................................................ 23
3.38 [INTENTIONALLY OMITTED]..................................................... 23
3.39 No Dissenting Shares........................................................ 23

4. REPRESENTATIONS AND WARRANTIES OF WCI AND ACQUISITION
CO................................................................................. 24
4.1 Existence and Good Standing................................................. 24
4.2 No Contractual Restrictions................................................. 24
4.3 Authorization of Agreement.................................................. 24
4.4 Status of Shares............................................................ 24
4.5 No Misleading Statements.................................................... 25
4.6 Brokers; Finders............................................................ 25
4.7 Disclosure Schedules........................................................ 25

5. CLOSING DELIVERIES................................................................. 25
5.1 WCI Deliveries.............................................................. 25
5.2 Shareholders Deliveries..................................................... 25

6. ADDITIONAL COVENANTS OF WCI, THE CORPORATION AND THE
SHAREHOLDERS....................................................................... 26
6.1 Release of Guaranties....................................................... 26
6.2 Release of Security Interests............................................... 27
6.3 Confidentiality............................................................. 27
</TABLE>

ii
<PAGE> 4

<TABLE>
<CAPTION>
Page
----
<S> <C>
6.4 Brokers and Finders Fees.................................................... 27
6.5 Taxes....................................................................... 27
6.6 Short Year Tax Returns...................................................... 27
6.7 WCI Deliveries.............................................................. 28
6.8 Shareholders' Representative................................................ 28
6.9 General Release by Shareholders............................................. 29
6.10 Certain Tax Matters......................................................... 29

7. INDEMNIFICATION.................................................................... 30
7.1 Indemnity by the Shareholders............................................... 30
7.2 Limitations on Shareholders' Indemnities.................................... 31
7.3 Notice of Indemnity Claim................................................... 32
7.4 Liability for Breaches of Representations and Warranties.................... 33
7.5 No Exhaustion of Remedies or Subrogation; Right of Set Off.................. 33

8. OTHER POST-CLOSING COVENANTS OF THE SHAREHOLDERS AND
WCI................................................................................ 33
8.1 Restrictive Covenants....................................................... 33
8.2 Rights and Remedies Upon Breach............................................. 35

9. GENERAL............................................................................ 36
9.1 Additional Conveyances...................................................... 36
9.2 Assignment.................................................................. 36
9.3 Public Announcements........................................................ 37
9.4 Counterparts................................................................ 37
9.5 Notices..................................................................... 37
9.6 Attorneys' Fees............................................................. 37
9.7 Applicable Law.............................................................. 38
9.8 Payment of Fees and Expenses................................................ 38
9.9 Incorporation by Reference.................................................. 38
9.10 Captions.................................................................... 38
9.11 Number and Gender of Words; Corporation..................................... 38
9.12 Entire Agreement............................................................ 38
9.13 Waiver...................................................................... 38
9.14 Construction................................................................ 38

10. ARBITRATION AND DISPUTE RESOLUTION................................................. 39

11. GLOSSARY........................................................................... 39
</TABLE>

iii

<PAGE> 5

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of September 21, 1998, is entered
into by and among Waste Connections, Inc., a Delaware corporation ("WCI"), WCI
Acquisition Corporation, an Oregon corporation ("ACQUISITION CO."), Evergreen
Waste Systems Inc., an Oregon corporation (the "CORPORATION"), and Keith H.
Alexander ("KEITH") and Todd D. Alexander (collectively, the "SHAREHOLDERS").

WHEREAS, the Corporation is engaged in the collection and transport of
solid waste and recyclables in the Cities of Battleground, Washougal, Camas and
Vancouver, Washington and the City of Portland, Oregon, and the unincorporated
areas of Clark County, Washington and Multnomah County, Oregon, and other
related activities;

WHEREAS, the Shareholders own all of the issued and outstanding capital
stock of the Corporation (the "CORPORATION'S STOCK");

WHEREAS, at the Closing on the Closing Date (as defined below), WCI will
contribute as a capital contribution to Acquisition Co. sufficient cash and
shares of WCI Common Stock, $.01 par value (the "WCI STOCK"), to consummate the
transactions contemplated by this Agreement in exchange for all of the
outstanding capital stock of Acquisition Co.;

WHEREAS, Acquisition Co. will use such cash and shares of WCI Stock to
effect the merger of Acquisition Co. into the Corporation, in accordance with
the terms and subject to the conditions of this Agreement (the "MERGER");

1. MERGER

1.1 The Merger. In accordance with the Oregon General Corporation Law
(the "OREGON LAW"), at the Effective Time (as defined in Section 1.2),
Acquisition Co. shall be merged with and into the Corporation. Immediately
following the Merger, the separate corporate existence of Acquisition Co. shall
cease and the Corporation as the surviving corporation (the "SURVIVING
CORPORATION"), shall continue to exist under and be governed by the Oregon Law
as a direct, wholly-owned subsidiary of WCI.

1.2 Effective Time. As soon as practicable after the execution of this
Agreement and the satisfaction or waiver of all of the conditions to the Merger,
at the Closing (as defined in Section 1.7), the parties shall cause the Merger
to be consummated by causing a separate Articles of Merger, together with a Plan
of Merger (the "MERGER DOCUMENTS") substantially in the form of Exhibit 1.2, to
be executed and filed in accordance with the relevant provisions of the Oregon

1
<PAGE> 6

Law. The Merger shall become effective at the time of the filing with the
Secretary of State of the State of Oregon of the Merger Documents relating
thereto in accordance with the relevant provisions of the Oregon Law or at such
later time as is specified in the Merger Documents (the "EFFECTIVE TIME").

1.3 Effects of the Merger. The Merger shall have the effect set forth in
Section 60.497 of the Oregon Law. Without limiting the generality of the
foregoing, at the Effective Time, all the properties, rights, privileges, powers
and franchises of Acquisition Co. shall vest in the Surviving Corporation, and
all debts, liabilities and duties of the Corporation and the Acquisition Co.
shall become the debts, liabilities and duties of the Surviving Corporation in
the same manner as if the Surviving Corporation had itself incurred them. All
rights of creditors and all liens upon the property of Acquisition Co. shall
thereafter be preserved unimpaired.

1.4 Articles of Incorporation and Bylaws of the Surviving Corporation.
The Articles of Incorporation of the Corporation, as in effect immediately prior
to the Effective Time, shall be the Articles of Incorporation of the Surviving
Corporation, until thereafter amended in accordance with the provisions thereof
and applicable law. The Bylaws of the Corporation in effect at the Effective
Time shall be the Bylaws of the respective Surviving Corporation until amended
in accordance with the provisions thereof and applicable law.

1.5 Directors. The directors of Acquisition Co. immediately prior to the
Effective Time shall be the directors of the Surviving Corporation and shall
hold office until their respective successors are duly elected and qualified, or
their earlier death, resignation or removal.

1.6 Officers. The officers of Acquisition Co. immediately prior to the
Effective Time shall be the officers of the Surviving Corporation and shall hold
office until their respective successors are duly elected and qualified, or
their earlier death, resignation or removal.

1.7 Closing Time and Place. Subject to the terms and conditions of this
Agreement, the closing of the transactions contemplated herein (the "CLOSING")
shall take place concurrent with the execution of this Agreement or on such
other date as WCI and the Shareholders' Representative shall agree (the "CLOSING
DATE"). The Closing shall take place at the Law Offices of Shartsis, Friese &
Ginsburg LLP, One Maritime Plaza, Suite 1800, San Francisco, California 94111.
At the Closing, WCI, the Corporation and the Shareholders shall deliver to each
other the documents, instruments and other items described in Section 5 of this
Agreement. At the election of WCI and the Corporation, the Closing of this
transaction may take place through an exchange of consideration and documents
using overnight courier service or facsimile. For tax and financial reporting
purposes, the Closing will be deemed effective September 1, 1998 (the "EFFECTIVE
DATE").

2
<PAGE> 7

2. MERGER CONSIDERATION; CONVERSION OF SECURITIES; DISSENTING
SHARES

2.1 Merger Consideration. The merger consideration (the "MERGER
CONSIDERATION") is:

(a) one million six hundred thousand dollars ($1,600,000), (i)
minus the Closing Date Debt (as defined in Section 3.22(a)), and (ii)
plus or minus, as the case may be, the amount by which the Effective
Date Current Assets (as defined in Section 3.22(b)) are greater or less
than the Effective Date Current Liabilities (as defined in Section
3.22(b)), payable in cash (the "CASH"). The Cash shall be paid to the
Shareholders on conversion of their shares of the Corporation at the
Effective Time by wire transfer or check payable in clearinghouse funds.
The adjustment to the Cash based on the Closing Date Debt, the Effective
Date Current Assets and the Effective Date Current Liabilities shall be
based on estimates of such amounts pursuant to Section 3.22(b). Within
120 days after the Closing, WCI and the Shareholders' Representative (as
defined in Section 6.8) shall determine the actual Closing Date Debt,
Effective Date Current Assets and Effective Date Current Liabilities. If
the difference between the actual amounts of such items and the
estimated amounts provided at the Closing results in an increase in the
amount of Cash that should have been paid at the Effective Time over the
amount of Cash that was so paid, WCI shall promptly pay such amount to
the Shareholders; if the result is a decrease in the amount of Cash that
should have been paid at the Effective Time from the amount of Cash that
was so paid, the Shareholders shall promptly pay such amount to WCI, WCI
shall deduct such amount from the Cash; and

(b) for Keith only, a non-interest bearing promissory Note of WCI
(the "Note") in the principal amount of Sixty-Five Thousand Dollars
($65,000), which Note shall be unsecured and paid to Keith in six (6)
equal monthly installments of Ten Thousand Eight Hundred Thirty-Three
Dollars and Thirty-Three Cents ($10,833.33) and shall be substantially
in the form of Exhibit 2.1(c) attached hereto. Each of the Shareholders
hereby acknowledges and consents that, because not every Shareholder
will receive a Note, each share of the Corporation will not be treated
equally with respect to distributions of consideration paid in
connection with the Merger.

2.2 Additional Contingent Merger Consideration. The Merger Consideration
shall be increased by the additional contingent consideration (the "CONTINGENT
MERGER CONSIDERATION") described in this section.

(a) If the City of Washougal Solid Waste Collection Contract
(the "WASHOUGAL CONTRACT") is renegotiated to have a ten (10) year term
beginning on the date of execution of the new contract and five (5) five
(5) year extension periods, WCI shall deliver to the Shareholders a
number of Shares (the "WASHOUGAL SHARES") of WCI Common Stock determined
as follows: The number of Shares shall be an amount equal to one million
eight hundred twenty thousand dollars ($1,820,000) divided by the
average of the closing price of WCI Stock as quoted on the NASDAQ Stock
Market for the five (5) successive

3
<PAGE> 8

trading days for which a closing price (the "WASHOUGAL PRICE") is quoted
ending on the tenth trading day prior to the execution date of the
Washougal City Council resolution approving of the new Washougal
Contract (the "APPROVAL DATE"). The Washougal Price and the number of
shares of WCI Stock to be delivered shall be appropriately adjusted in
the event of any change in WCI Stock between the first day for which a
closing price is quoted in determining the Washougal Price and the
Approval Date, including without limitation any stock dividend, stock
split, reverse stock split, recapitalization, reorganization, merger or
consolidation. WCI shall not be obligated to issue any fractional shares
of WCI Stock, but shall instead pay the Shareholders cash in lieu of any
fractional share equal to the Washougal Price multiplied by the fraction
of a share of WCI Stock that would otherwise have been issued to such
Shareholders. The Shares shall be covered by WCI's shelf registration
statement on Form S-4, which has been filed and declared effective under
the Securities Act of 1933 (the "ACT").

(b) WCI shall deliver to the Shareholders a number of Shares
equal to one hundred eighty thousand dollars ($180,000) divided by the
average of the closing price of WCI Stock (the "CAMAS PRICE") as quoted
on the NASDAQ Stock Market for the five (5) successive trading days for
which a closing price is quoted ending on the tenth trading day prior to
the earlier of (A) the later of the termination dates of the City of
Camas Drop Box Collection Contract (the "CAMAS CONTRACT") and the
recycling contract between the Corporation and the City of Camas; or (B)
the removal of the termination without cause provisions in such
contracts (the earlier date being the "TERMINATION DATE"). The Camas
Price and the number of shares of WCI Stock to be delivered shall be
appropriately adjusted in the event of any change in WCI Stock between
the first day for which a closing price is quoted in determining the
Camas Price and the Termination Date, including without limitation any
stock dividend, stock split, reverse stock split, recapitalization,
reorganization, merger or consolidation. WCI shall not be obligated to
issue any fractional shares of WCI Stock, but shall instead pay the
Shareholders cash in lieu of any fractional share equal to the Camas
Price multiplied by the fraction of a share of WCI Stock that would
otherwise have been issued to such Shareholders. The Shares shall be
covered by WCI's shelf registration statement on Form S-4, which has
been filed and declared effective under the Act.

(c) If, prior to the date that is eighteen (18) months after the
Closing Date (as defined in Section 2), the Shareholders assist the
Surviving Corporation in successfully obtaining a minimum five year
extension to the Washougal Contract or the Camas Contract on terms and
conditions acceptable to WCI (including the removal of the termination
without cause provision from the Camas Contract), WCI shall pay the
Shareholders as additional Contingent Merger Consideration a cash amount
equal to seventy-five thousand dollars ($75,000) per extension.

(d) If, after the Closing Date, the Shareholders assist the
Surviving Corporation in successfully obtaining a final and unappealable
permit to operate a municipal solid waste transfer station (the
"TRANSFER STATION") within Clark County, Washington and the Surviving
Corporation operates the Transfer Station, WCI shall pay to the
Shareholders

4
<PAGE> 9

on a quarterly basis as additional Contingent Merger Consideration a
cash amount equal to one dollar ($1.00) per ton of waste received at the
Transfer Station for a period equal to the greater of the initial term
of the Transfer Station contract and ten (10) years. Any actions of the
Shareholders in connection with obtaining such permit will not violate
the Consulting Agreement referred to in Section 5.1(c).

(e) If, prior to the date that is 18 months after the Closing
Date, the Shareholders, through a personal introduction, make a good
faith and substantial effort to successfully assist WCI or any of its
subsidiaries in acquiring directly or indirectly (through asset
purchase, stock purchase, merger or otherwise) the waste collection
operations of any other company providing such services in the states of
Oregon or Washington, WCI shall pay the Shareholders as additional
Contingent Merger Consideration a cash amount equal to two percent (2%)
of the pro forma net revenue with respect to such operations during the
first year after they are acquired by WCI, which amount shall be paid on
the Closing Date (as defined in Section 2) if such acquisition is
consummated on or prior to the Closing Date or thirty (30) days after
the date any such acquisition is consummated if consummated after the
Closing Date. For purposes of determination of the Contingent Merger
Consideration, "pro forma net revenue" shall be defined as actual gross
revenues for the twelve-month period prior to the date of payment of the
Contingent Merger Consideration less the sum of disposal, transfer and
transportation costs and associated fees. WCI shall have sole discretion
in determining whether and on what terms it will consummate any such
acquisition, and WCI shall not be liable to any of the Shareholders for
any decision not to pursue any such acquisition or its failure to
consummate any such acquisition, without regard to the reason therefor.

2.3 Conversion of Capital Stock. As of the Effective Time, by virtue of
the Merger and without any action on the part of the holder thereof:

(a) All of the shares of common stock of Acquisition Co. (the
"ACQUISITION CO. COMMON STOCK") issued and outstanding immediately prior
to the Effective Time shall be converted into and become the number of
fully-paid and nonassessable shares of common stock of the Corporation
as shall equal the number of shares of the common stock of the
Corporation issued and outstanding immediately prior to the Effective
Time.

(b) Subject to Section 2.7, the aggregate shares of the
Corporation's Stock issued and outstanding immediately prior to the
Effective Time shall be converted into the Cash. The amount of Cash
issued in respect of each share of the Corporation's Stock shall be
determined by dividing the Cash by the number of shares of the
Corporation's Stock outstanding immediately prior to the Effective Date.
In addition, the shares of the Corporation's Stock held by Keith shall
be converted into the Note. The Note shall be delivered to Keith without
regard to the number of shares of the Corporation's Stock owned by him.
The other Shareholder shall not be entitled to receive a Note.

(c) Any Contingent Merger Consideration due the Shareholders in
respect of the Merger shall be delivered in accordance with the
provisions of Section 2.2. The

5
<PAGE> 10

amount of Contingent Merger Consideration due the Shareholders in
respect of each share of the Corporation's Stock shall be determined by
dividing such Contingent Merger Consideration by the number of shares of
the Corporation's Stock outstanding immediately prior to the Effective
Time.

2.4 Exchange of Certificates.

(a) At the Closing, each Shareholder shall deliver to WCI
certificates evidencing the shares of the Corporation's Stock owned by
such Shareholder that are to be converted pursuant to Section 2.3(b)
into the right to receive the Cash (the "CORPORATION'S CERTIFICATES").
Promptly after the Effective Time, each Shareholder who has surrendered
a Corporation's Certificate to WCI, together with such documents as WCI
shall reasonably request, shall be entitled to receive in exchange
therefor the Cash pursuant to Section 2.3(b). Each Corporation's
Certificate so surrendered shall forthwith be cancelled. Until
surrendered as contemplated by this Section 2.4, each Corporation's
Certificate shall be deemed at any time after the Effective Time to
represent only the right to receive upon such surrender the payment of
Cash attributable to the shares of Corporation's stock evidenced by such
a certificate.

2.5 [INTENTIONALLY OMITTED]

2.6 No Further Ownership Rights in Any Corporation's Stock. All Cash
issued upon the surrender for exchange of shares of the Corporation's Stock in
accordance with the terms hereof (including any cash paid pursuant to Section
2.5 or 2.1(a), shall be deemed to have been issued in full satisfaction of all
rights pertaining to such shares of such Corporation's Stock, and, at and after
the Effective Time, there shall be no further registration of transfers on the
stock transfer books of the Surviving Corporation of the shares of the
Corporation's Stock which were outstanding immediately prior to the Effective
Time. If, after the Effective Time, the Corporation's Certificates are presented
to the Surviving Corporation for any reason, they shall be cancelled and
exchanged as provided in this Section 2.

2.7 Lost Certificates. In the event any Corporation's Certificate shall
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the Shareholder claiming such certificate to be lost, stolen or
destroyed, WCI will issue in exchange for such lost, stolen or destroyed
certificate any Cash pursuant to Section 2.3(b) deliverable in respect thereof
as determined in accordance with Section 2.4. When authorizing such payment in
exchange for any lost, stolen or destroyed Corporation's Certificate, the
Shareholder to whom the Cash is to be paid shall, as a condition precedent to
the payment thereof, indemnify WCI in a manner reasonably satisfactory to WCI
against any claim that may be made against WCI or the Surviving Corporation with
respect to the Corporation's Certificate alleged to have been lost, stolen or
destroyed.

2.8 Allocation of the Merger Consideration. Twenty thousand dollars
($20,000) of the Merger Consideration shall be allocated to the covenant not to
compete as described in Section 8.1(a) hereof, and the balance of the Merger
Consideration shall be allocated to the Corporation's Stock.

6
<PAGE> 11

2.9 Excluded Assets. The Assets of the Corporation listed on Schedule
2.9 (the "EXCLUDED ASSETS") shall be distributed to the Shareholders prior to
the Closing, and WCI shall acquire no interest in or claim to any of the
Excluded Assets.

3. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE
SHAREHOLDERS

The Corporation and the Shareholders, jointly and severally, represent
and warrant that each of the following representations and warranties is true as
of the Closing Date.

3.1 Organization, Standing and Qualification. The Corporation is duly
organized, validly existing and in good standing under the laws of the State of
Oregon. The Corporation has full corporate power and authority to own and lease
its properties and to carry on its business as now conducted. The Corporation is
not required to be qualified or licensed to conduct business as a foreign
corporation in any other jurisdiction.

3.2 Capitalization. Schedule 3.2 sets forth, as of the Closing Date, the
authorized and outstanding capital of the Corporation, the names, addresses and
social security numbers or taxpayer identification numbers of the record and
beneficial owners thereof, the number of shares so owned, the allocation of the
Cash, the Shares and the Contingent Shares (if any) among the Shareholders as
agreed to among themselves, and wire transfer instructions for each Shareholder
relating to the bank account to which the Cash should be sent. All of the issued
and outstanding shares of the capital stock of the Corporation are and as of the
Effective Time will be owned of record and beneficially by the Shareholders, as
set forth in Schedule 3.2, and are and as of the Effective Time will be free and
clear of all liens, security interests, encumbrances and claims of every kind
except as set forth in Schedule 3.2. Each share of the capital stock of the
Corporation is duly and validly authorized and issued, fully paid and
nonassessable, and was not issued in violation of any preemptive rights of any
past or present shareholder of the Corporation. No option, warrant, call,
conversion right or commitment of any kind (including any of the foregoing
created in connection with any indebtedness of the Corporation) exists which
obligates the Corporation to issue any of its authorized but unissued capital
stock or other equity interest or which obligates the Shareholders to transfer
any Corporation's Stock to any person.

3.3 All Stock Being Acquired. The Corporation's Stock being acquired by
WCI hereunder pursuant to the Merger constitutes all of the outstanding capital
stock of the Corporation.

3.4 Authority for Agreement and Merger Documents. The Corporation and
the Shareholders have full right, power and authority to enter into this
Agreement and the Merger Documents and to perform its, his or her obligations
hereunder and thereunder. The execution and delivery of this Agreement and the
Merger Documents by the Corporation and the consummation of the transactions
contemplated hereby by the Corporation have been duly authorized by the
Corporation's Board of Directors and the Shareholders. This Agreement and Merger
Documents have been duly and validly executed and delivered by the Corporation
and the Shareholders and, subject to the due authorization, execution and
delivery by WCI and Acquisition

7
<PAGE> 12

Co., constitute the legal, valid and binding obligations of the Corporation and
the Shareholders enforceable against the Corporation and the Shareholders in
accordance with their respective terms.

3.5 No Breach or Default. Except as disclosed on Schedule 3.5, the
execution and delivery by the Corporation and the Shareholders of this Agreement
and the Merger Documents, and the consummation by the Shareholders of the
transactions contemplated hereby and thereby, will not:

(a) result in the breach of any of the terms or conditions of,
or constitute a default under, or allow for the acceleration or
termination of, or in any manner release any party from any obligation
under, any mortgage, lease, note, bond, indenture, or material contract,
agreement, license or other instrument or obligation of any kind or
nature to which the Corporation or any of the Shareholders is a party,
or by which the Corporation or any of the Shareholders, or any of the
Corporation's or the Shareholders' assets, is or may be bound or
affected; or

(b) violate any law or any order, writ, injunction or decree of
any court, administrative agency or governmental authority, or require
the approval, consent or permission of any governmental or regulatory
authority; or

3.6 Subsidiaries. Schedule 3.6 lists as of the Closing Date any and all
subsidiaries of the Corporation and any securities of any other corporation or
any securities or other interest in any other business entity owned by the
Corporation or any of the Corporation's subsidiaries.

3.7 Financial Statements. The Corporation has delivered to WCI, as
Schedule 3.7, copies of financial statements ("FINANCIAL STATEMENTS") for its
three most recent fiscal years, compiled by Caley & Associates for the period
ended August 31, 1998 (the "BALANCE SHEET DATE"). The Financial Statements are
true and correct and fairly present (i) the financial position of the
Corporation in accordance with generally accepted accounting principles, applied
as of the respective dates of the balance sheets included in said statements,
and (ii) the results of operations for the respective periods indicated. The
Financial Statements have been prepared in accordance with generally accepted
accounting principles, applied consistently with prior periods. Except to the
extent reflected or reserved against in the Corporation's balance sheet as of
the Balance Sheet Date, or as disclosed on Schedule 3.7 or Schedule 3.8, the
Corporation did not have as of the Balance Sheet Date, nor will the Corporation
have as of the Closing Date, any liabilities of any nature, whether accrued,
absolute, contingent or otherwise, including, without limitation, tax
liabilities due or to become due.

3.8 Liabilities. Parts I, II, III and IV of Schedule 3.8, are accurate
lists and descriptions of all liabilities of the Corporation required to be
described below in the format set forth below.

8
<PAGE> 13

(a) Part I of Schedule 3.8 lists, as of the Closing Date, other
than with respect to trade payables and as of the end of the month prior
to the Closing Date with respect to trade payables, all indebtedness for
money borrowed and all other fixed and uncontested liabilities of any
kind, character and description (excluding all real and personal
property leasehold interests included in Part IV of Schedule 3.8),
whether reflected or not reflected on the Financial Statements and
whether accrued or absolute, and states as to each such liability the
amount of such liability and to whom payable. From the end of the month
prior to the Closing Date through the Closing Date, trade payables have
been incurred only in the ordinary course of business consistent with
comparable prior periods.

(b) Part II of Schedule 3.8 lists, as of the Closing Date, all
claims, suits and proceedings which are pending against the Corporation
and, to the knowledge of the Corporation and the Shareholders, all
contingent liabilities and all claims, suits and proceedings threatened
or anticipated against the Corporation. Part II of Schedule 3.8 includes
a summary description of each such liability, including, without
limitation, (A) the name of each court, agency, bureau, board or body
before which any such claim, suit or proceeding is pending, (B) the date
such claim, suit or proceeding was instituted, (C) the parties to such
claim, suit or proceeding, (D) a brief description of the factual basis
alleged to underlie such claim, suit or proceeding, including the date
or dates of all material occurrences, and (E) the amount claimed and
other relief sought, together with copies of all material documents,
reports and other records relating thereto to the extent that they are
in the Corporation's or a Shareholder's possession or control.

(c) Part III of Schedule 3.8 lists, as of the Closing Date and
to the extent not otherwise included in Part I of Schedule 3.8, all
liens, claims and encumbrances secured by or otherwise affecting any
asset of the Corporation (including any Corporate Property, as hereafter
defined), including a description of the nature of such lien, claim or
encumbrance, the amount secured if it secures a liability, the nature of
the obligation secured, and the party holding such lien, claim or
encumbrance.

(d) Part IV of Schedule 3.8 lists, as of the Closing Date and to
the extent not otherwise included in Part I or Part III of Schedule 3.8,
all real and personal property leasehold interests to which the
Corporation is a party as lessor or lessee or, to the knowledge of the
Corporation or a Shareholder, affecting or relating to any Corporate
Property, and includes a description of the nature and principal terms
of such leasehold interest, including, without limitation, the identity
of the other party thereto, the term of such leasehold interest
(including renewal options), the base rent and any additional rent owing
thereunder (including any adjustments thereto), security deposits,
rights of first offer or first refusal, purchase options, and
restrictions on transfer.

Except as described on the applicable part of Schedule 3.8,
neither the Corporation nor any of the Shareholders has made any payment or
committed to make any payment since the Balance Sheet Date on or with respect to
any of the liabilities or obligations listed on Schedule 3.8 except, in the case
of liabilities and obligations listed on Parts I, III and IV of Schedule 3.8,

9
<PAGE> 14

periodic payments required to be made under the terms of the agreements or
instruments governing such obligations or liabilities or made in the ordinary
course of business.

3.9 [INTENTIONALLY OMITTED]

3.10 Permits and Licenses.

(a) Schedule 3.10(a) is a full and complete list, and includes
copies, of all material permits, licenses, franchises, and service
agreements pursuant to which the Corporation is authorized to collect
and haul industrial, commercial and residential solid waste (the
"COLLECTION FRANCHISES"), and of all other material permits, licenses,
titles (including motor vehicle titles and current registrations), fuel
permits, zoning and land use approvals and authorizations, including,
without limitation, any conditional or special use approvals or zoning
variances, occupancy permits, and any other similar documents
constituting a material authorization or entitlement or otherwise
material to the operation of the business of the Corporation
(collectively the "GOVERNMENTAL PERMITS") owned by, issued to, held by
or otherwise benefitting the Corporation or the Shareholders as of the
Closing Date. The status of the Governmental Permits related to the
disposal areas owned or used by the Corporation, including, without
limitation, any conditions thereto and, if applicable, the expiration
dates thereof, are also described in Schedule 3.10(a). Schedule 3.10(a)
also sets forth the name of any governmental agency or other third party
from whom the Shareholders, the Corporation or WCI must obtain consent
(the "REQUIRED GOVERNMENTAL CONSENTS") in order to effect a direct or
indirect transfer of the Collection Franchises or other Governmental
Permits required as a result of the consummation of the transactions
contemplated by this Agreement. All such consents have been obtained.
Except as set forth on Schedule 3.10(a), all of the Collection
Franchises and other Governmental Permits enumerated and listed on
Schedule 3.10(a) are adequate for the operation of the business of the
Corporation and of each Corporate Property as presently operated and are
valid and in full force and effect. All of said Collection Franchises
and other Governmental Permits and agreements have been duly obtained
and are in full force and effect, and there are no proceedings pending
or, to the knowledge of the Corporation or the Shareholders, threatened
which may result in the revocation, cancellation, suspension or adverse
modification of any of the same. Neither the Corporation nor any of the
Shareholders has any knowledge of any reason why all such Governmental
Permits and agreements will not remain in effect for the period or term
stated therein, subject to WCI's full compliance therewith, after
consummation of the transactions contemplated hereby.

(b) Schedule 3.10(b) includes: (i) all records, notifications,
reports, permit and license applications, engineering and geologic
studies, and environmental impact reports, tests or assessments
(collectively, "RECORDS, NOTIFICATIONS AND REPORTS") that (A) are
material to the operation of the business of the Corporation, or (B)
relate to the discharge or release of materials into the environment
and/or the handling or transportation of waste materials or hazardous or
toxic substances or otherwise relate to the protection of the public
health or the environment, or (C) were filed with or submitted to
appropriate

10
<PAGE> 15

governmental agencies during the past 24 months by the Corporation or
the Shareholders or their agents with respect to the business of the
Corporation, and (ii) all material notifications from such governmental
agencies to the Corporation, the Shareholders or their agents in
response to or relating to any of such Records, Notifications and
Reports.

(c) Schedule 3.10(c) lists each facility owned, leased, operated
or otherwise used by the Corporation, the ownership, lease, operation or
use of which is being transferred to, assumed by or otherwise acquired
directly or indirectly by WCI pursuant to this Agreement (each, a
"FACILITY" and collectively, the "FACILITIES"). Except as otherwise
disclosed on Schedule 3.10(c):

(i) Each Facility owned by the Corporation or owned by
any of the Shareholders or an Affiliate (as hereinafter defined)
of any of the Shareholders and leased to the Corporation is
fully licensed, permitted and authorized to carry on its current
business under all applicable federal, state and local statutes,
orders, approvals, zoning or land use requirements, rules and
regulations, and, none of such Facilities or the current use
thereof constitutes a non-conforming use or is otherwise subject
to any restrictions regarding the operation, renovation or
reconstruction thereof. To the knowledge of the Corporation and
the Shareholders, no Facility that is leased by the Corporation
from a non-Affiliate or the current use thereof constitutes a
material non-conforming use or is otherwise subject to any
material restrictions regarding the operation, renovation or
reconstruction thereof.

(ii) There are no circumstances, conditions or reasons
which are likely to be the basis for revocation or suspension of
any Facility's site assessments, permits, licenses, consents,
authorizations, zoning or land use permits, variances or
approvals relating to any Facility owned by the Corporation or
owned by any of the Shareholders or an Affiliate (as hereinafter
defined) of any of the Shareholders and leased to the
Corporation, and to the knowledge of the Corporation and the
Shareholders there are no circumstances, conditions or reasons
which are likely to be the basis for revocation or suspension of
any site assessment, permits, licenses, consents,
authorizations, zoning or land use permits, variances or
approvals relating to any Facility leased by the Corporation
from a third party who is not an Affiliate (as hereinafter
defined) of the Shareholders.

3.11 Certain Receivables. Schedule 3.11 is an accurate list as of the
Closing Date of the accounts and notes receivable of the Corporation from and
advances to employees, former employees, officers, directors, the Shareholders
and Affiliates of the foregoing which have not been repaid. For purposes of this
Agreement, the term "AFFILIATE" means, with respect to any person, any person
that directly or indirectly through one or more intermediaries controls or has
an ownership interest in, or is controlled or owned in whole or in part by, or
is under common control or ownership in whole or in part with such person, and
in the case of the Corporation includes directors and officers, in the case of
individuals includes the individual's spouse, father, mother, grandfather,
grandmother, brothers, sisters, children and grandchildren and in the case of a
trust includes the grantors, trustees and beneficiaries of the trust.

11
<PAGE> 16

3.12 Fixed Assets and Real Property.

(a) Schedule 3.12(a) lists, as of the Closing Date,
substantially all the fixed assets (other than real estate) of the
Corporation, including, without limitation, identification of each
vehicle by description and serial number, identification of machinery,
equipment and general descriptions of parts, supplies and inventory.
Except as described on Schedule 3.12(a), all of the Corporation's
containers, vehicles, machinery and equipment necessary for the
operation of the Corporation's business are in operable condition, and
all of the motor vehicles and other rolling stock of the Corporation are
in compliance with all applicable laws, rules and regulations. All such
containers, vehicles, machinery and equipment are substantially free of
known defects that would cause them to fail. All leases of fixed assets
are in full force and effect and binding upon the parties thereto;
neither the Corporation nor, to the knowledge of the Corporation or the
Shareholders, any other party to such leases is in breach of any of the
material provisions thereof.

(b) Each parcel of real property leased, owned or being
purchased by the Corporation as of the Closing Date (the "CORPORATE
PROPERTY"), including the street address and, in the case of Corporate
Property owned or being purchased, the legal description thereof, is
listed on Schedule 3.12(b), and attached to said Schedule 3.12(b), are
copies of all leases, deeds, outstanding mortgages, other encumbrances
and any existing title insurance policies or lawyer's title opinions
relating to each Corporate Property, as well as a current commitment for
title insurance issued by a title insurance company satisfactory to WCI
with respect to each Corporate Property owned or being purchased by the
Corporation, together with copies of all of the title exceptions
referred to in each such commitment. All leases listed on Schedule
3.12(b) are in full force and effect and binding on the parties thereto;
neither the Corporation nor any other party to any such lease is in
breach of any of the material provisions thereof; to the knowledge of
the Corporation and the Shareholders, the landlord's interest in each
such lease has not been assigned to any third party nor has any such
interest been mortgaged, pledged or hypothecated; and the Corporation
has not assigned any such lease or sublet all or any part of the
Corporate Property which is the subject of any such lease. Except as
described on Schedule 3.12(b), there are no material physical or
mechanical defects in any Facility located on any Corporate Property and
each such Facility is in good condition and repair.

(c) The Corporation has good, valid and marketable title to all
properties and assets, real, personal, and mixed, tangible and
intangible, actually used or necessary for the conduct of its business,
free of any encumbrance or charge of any kind except: (i) liens for
current taxes not yet due; (ii) minor imperfections of title and
encumbrances, if any, that are not substantial in amount, do not
materially reduce the value or impair the use of the property subject
thereto, do not materially impair the value of the Corporation, and have
arisen only in the ordinary course of business and consistent with past
practice; and (iii) the liens identified on Parts I and III of Schedule
3.8 (collectively, the "PERMITTED LIENS"). Except as described on
Schedule 3.12(b), there are no leases, occupancy agreements, options,
rights of first refusal or any other agreements or arrangements, either

12
<PAGE> 17

oral or written, that create or confer in any person or entity the right
to acquire, occupy or possess, now or in the future, any Facility, any
Corporate Property, or any portion thereof, or create in or confer on
any person or entity any right, title or interest therein or in any
portion thereof.

3.13 [INTENTIONALLY OMITTED]

3.14 Contracts and Agreements; Adverse Restrictions.

(a) Schedule 3.14(a) lists, as of the Closing Date, and includes
copies of, all material contracts and agreements (other than leases and
documents included with Schedule 3.12(b)) to which the Corporation is a
party or by which it or any of its property is bound (including, but not
limited to, joint venture or partnership agreements, contracts with any
labor organizations, promissory notes, loan agreements, bonds,
mortgages, deeds of trust, liens, pledges, conditional sales contracts
or other security agreements). Except as disclosed on Schedule 3.14(a),
all such contracts and agreements included in Schedule 3.14(a) are in
full force and effect and binding upon the parties thereto. Except as
described or cross referenced on Schedule 3.14(a), neither the
Corporation nor, to the Corporation's or any Shareholder's knowledge,
any other parties to such contracts and agreements is in breach thereof,
and none of the parties has threatened to breach any of the material
provisions thereof or notified the Corporation or any of the
Shareholders of a default thereunder, or exercised any options
thereunder.

(b) Except as set forth on Schedule 3.14(b), there is no
outstanding judgment, order, writ, injunction or decree against the
Corporation, the result of which could materially adversely affect the
Corporation or its business or any of the Corporate Properties, nor has
the Corporation been notified that any such judgment, order, writ,
injunction or decree has been requested.

3.15 Insurance. Schedule 3.15 is a complete list and includes copies, as
of the Closing Date, of all insurance policies in effect on the Closing Date or,
with respect to "OCCURRENCE" policies that were in effect, carried by the
Corporation in respect of the Corporate Properties or any other property used by
the Corporation specifying, for each policy, the name of the insurer, the type
of risks insured, the deductible and limits of coverage, and the annual premium
therefor. The Corporation currently carries insurance in the type and amount
ordinarily carried by owners or corporations in similar circumstances, in
respect to the Corporation's properties, assets and business. During the last
five years, there has been no lapse in any material insurance coverage of the
Corporation. For each insurer providing coverage for any of the contingent or
other liabilities listed on Schedule 3.8, except to the extent otherwise set
forth in Part II of Schedule 3.8, each such insurer, if required, has been
properly and timely notified of such liability, no reservation of rights letters
have been received by the Corporation and the insurer has assumed defense of
each suit or legal proceeding. All such proceedings are fully covered by
insurance, subject to normal deductibles.

13
<PAGE> 18

3.16 Personnel. Schedule 3.16 is a complete list, as of the Closing
Date, of all officers, directors and employees (by type or classification) of
the Corporation and their respective rates of compensation, including (i) the
portions thereof attributable to bonuses, (ii) any other salary, bonus, stock
option, equity participation, or other compensation arrangement made with or
promised to any of them, and (iii) copies of all employment agreements with
non-union officers, directors and employees. Schedule 3.16 also lists the
driver's license number for each driver of the Corporation's motor vehicles.

3.17 Benefit Plans and Union Contracts.

(a) Schedule 3.17(a) is a complete list as of the Closing Date,
and includes complete copies (or, in the case of oral arrangements,
descriptions), of all employee benefit plans and agreements (written or
oral) currently maintained or contributed to by the Corporation,
including employment agreements and any other agreements containing
"GOLDEN PARACHUTE" provisions, retirement plans, welfare benefit plans
and deferred compensation agreements, together with copies of such
plans, agreements and any trusts related thereto, and classifications of
employees covered thereby as of the Closing Date. Except for the
employee benefit plans described on Schedule 3.17(a), the Corporation
has no other pension, retirement, welfare, profit sharing, deferred
compensation, stock option, employee stock purchase or other employee
benefit plans or arrangements with any party. Except as disclosed on
Schedule 3.17(a), all employee benefit plans listed on Schedule 3.17(a)
are fully funded and in substantial compliance with all applicable
federal, state and local statutes, ordinances and regulations. All such
plans that are intended to qualify under Section 401(a) of the Internal
Revenue Code have been determined by the Internal Revenue Service to be
so qualified, and copies of such determination letters are included as
part of Schedule 3.17(a). Except as disclosed on Schedule 3.17(a), all
reports and other documents required to be filed with any governmental
agency or distributed to plan participants or beneficiaries (including,
but not limited to, actuarial reports, audits or tax returns) have been
timely filed or distributed, and copies thereof are included as part of
Schedule 3.17(a). All employee benefit plans listed on such Schedule
have been operated in accordance with the terms and provisions of the
plan documents and all related documents and policies. The Corporation
has not incurred any liability for excise tax or penalty due to the
Internal Revenue Service or U.S. Department of Labor nor any liability
to the Pension Benefit Guaranty Corporation for any employee benefit
plan, and neither the Corporation, nor a party-in-interest or
disqualified person, has engaged in any transaction or other activity
which would give rise to such liability. The Corporation has not
participated in or made contributions to any "MULTI-EMPLOYER PLAN" as
defined in the Employee Retirement Income Security Act of 1974
("ERISA"), nor would the Corporation or any affiliate be subject to any
withdrawal liability with respect to such a plan if any such employer
withdrew from such a plan immediately prior to the Closing Date. No
employee pension benefit plan is under funded on a termination basis as
of the date of this Agreement.

(b) Schedule 3.17(b) is a complete list, as of the Closing Date,
and includes complete copies of all union contracts and agreements
between the Corporation and any

14
<PAGE> 19

collective bargaining group. The Corporation is in compliance in all
material respects with all applicable federal and state laws respecting
employment and employment practices, terms and conditions of employment,
wages and hours, and nondiscrimination in employment, and is not engaged
in any unfair labor practice. There is no charge pending or, to the
Corporation's or any Shareholder's knowledge, threatened, against the
Corporation before any court or agency and alleging unlawful
discrimination in employment practices and there is no charge of or
proceeding with regard to any unfair labor practice against it pending
before the National Labor Relations Board. There is no labor strike,
dispute, slow down or stoppage as of the Closing Date, existing or
threatened against the Corporation; no union organizational activity
exists respecting employees of the Corporation not currently subject to
a collective bargaining agreement; the union contracts or other
agreements delivered as part of Schedule 3.17(b) constitute all
agreements with the unions or other collective bargaining groups, and
there are no other arrangements or established practices relating to the
employees covered by any collective bargaining agreement; and Schedule
3.17(b) contains as of the date it is delivered a list of all
arbitration or grievance proceedings that have occurred since the
Balance Sheet Date. No one has petitioned within the last five years,
and no one is now petitioning, for union representation of any employees
of the Corporation. The Corporation has not experienced any labor
strike, slow-down, work stoppage, labor difficulty or other job action
during the last five years.

(c) No payment made to any employee, officer, director or
independent contractor of the Corporation (the "RECIPIENT") pursuant to
any employment contract, severance agreement or other arrangement (the
"GOLDEN PARACHUTE PAYMENT") will be nondeductible by the Corporation
because of the application of Sections 280G and 4999 of the Code to the
Golden Parachute Payment, nor will the Corporation be required to
compensate any Recipient because of the imposition of an excise tax
(including any interest or penalties related thereto) on the Recipient
by reason of Sections 280G and 4999 of the Code.

3.18 Taxes.

(a) The Corporation has timely filed or will timely file all
requisite federal, state, local and other tax and information returns
due for all fiscal periods ended on or before the Closing Date. All such
returns are accurate and complete. Except as set forth on Schedule 3.18,
there are no open years (other than those within the statute of
limitations), examinations in progress, extensions of any statute of
limitations or claims against the Corporation relating to federal,
state, local or other taxes (including penalties and interest) for any
period or periods prior to and including the Closing Date and no notice
of any claim for taxes has been received. Copies of (i) any tax
examinations, (ii) extensions of statutory limitations and (iii) the
federal income, and state franchise, income and sales tax returns of the
Corporation for its last three fiscal years are attached as part of
Schedule 3.18. Copies of all other federal, state, local and other tax
and information returns for all prior years of the Corporation's
existence have been made available to WCI and are among the records of
the Corporation that will accrue to WCI at the Closing. The

15
<PAGE> 20

Corporation has not been contacted by any federal, state or local taxing
authority regarding a prospective examination.

(b) Except as set forth on Schedule 3.18 (which schedule also
includes the amount due with respect to the Corporation) the Corporation
has duly paid all taxes and other related charges required to be paid
prior to the date of this Agreement. The reserves for taxes contained in
the Financial Statements of the Corporation are adequate to cover its
tax liability as of the Closing Date.

(c) The Corporation has withheld all required amounts from its
employees for all pay periods in full and complete compliance with the
withholding provisions of applicable federal, state and local laws. All
required federal, state and local and other returns with respect to
income tax withholding, social security, and unemployment taxes have
been duly filed by the Corporation for all periods for which returns are
due, and the amounts shown on all such returns to be due and payable
have been paid in full.

3.19 Copies Complete; Required Consents. Except as disclosed on Schedule
3.19, the certified copies of the Articles of Incorporation and Bylaws of the
Corporation, as amended to the Closing Date, and the copies of all leases,
instruments, agreements, licenses, permits, certificates or other documents that
have been delivered to WCI in connection with the transactions contemplated
hereby are complete and accurate as of the Closing Date and are true and correct
copies of the originals thereof. Except as specifically disclosed on Schedule
3.19, the rights and benefits of the Corporation 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, licenses, permits, site
assessments, certificates or other documents requires notice to, or consent or
approval of, any governmental agency or other third party to any of the
transactions contemplated hereby, except the Required Governmental Consents,
such consents and approvals as are listed on Schedule 3.19, all of which have
been given or obtained.

3.20 Customers, Billings, Current Receipts and Receivables. Schedule
3.20 is a current, accurate and complete list of, and includes:

(a) the customers that the Corporation serves on an ongoing
basis, including name, location and current billing rate, as of the
Closing Date;

(b) an accurate and complete aging of all accounts and notes
receivable from customers as of the last day of the month preceding the
month in which such Schedule is delivered, showing amounts due in 30-day
aging categories. Except to the extent of the allowance for bad debts
reflected on the Financial Statements or otherwise disclosed on
Schedules 3.11 and 3.20, the Corporation's accounts and notes receivable
are collectible in the amounts shown on Schedules 3.11 and 3.20; and

16
<PAGE> 21

(c) the average monthly revenues of the Corporation derived from
billings to its customers for each of the twelve months preceding the
Closing Date. Except as set forth on Schedule 3.20, neither the
Corporation nor any Shareholder has any knowledge of any reason why the
Corporation's average monthly revenues derived from billings to its
customers after the Closing Date should not continue at approximately
the same rate as before the Closing Date.

3.21 No Change With Respect to the Corporation. Except as set forth on
Schedule 3.21, since the Balance Sheet Date, the business of the Corporation has
been conducted only in the ordinary course and there has been no change in the
condition (financial or otherwise) of the assets, liabilities or operations of
the Corporation other than changes in the ordinary course of business, none of
which either singly or in the aggregate has been materially adverse.
Specifically, and without limiting the generality of the foregoing, except as
set forth on Schedule 3.21, with respect to the Corporation, since the Balance
Sheet Date, there has not been:

(a) any material change in its financial condition, assets,
liabilities (contingent or otherwise), income, operations or business
which would have a material adverse effect on the financial condition,
assets, liabilities (contingent or otherwise), income, operations or
business of the Corporation, taken as a whole;

(b) any material damage, destruction or loss (whether or not
covered by insurance) adversely affecting any material portion of its
properties or business;

(c) any change in or agreement to change (i) its shareholders,
(ii) ownership of its authorized capital or outstanding securities, or
(iii) its securities;

(d) any declaration or payment of, or any agreement to declare
or pay, any dividend or distribution in respect of its capital stock or
any direct or indirect redemption, purchase or other acquisition of any
of its capital stock;

(e) any increase or bonus or promised increase or bonus in the
compensation payable or to become payable by it, in excess of usual and
customary practices, to any of its directors, officers, employees or
agents, or any accrual or arrangement for or payment of any bonus or
other special compensation to any employee or any severance or
termination pay paid to any of its present or former officers or other
key employees;

(f) any labor dispute or any other event or condition of any
character with respect to the Corporation's employees, materially
adversely affecting its business or future prospects;

(g) any sale or transfer, or any agreement to sell or transfer,
any of its material assets, property or rights to any other person,
including, without limitation, the Shareholders and their Affiliates,
other than in the ordinary course of business;

17
<PAGE> 22

(h) any cancellation, or agreement to cancel, any material
indebtedness or other material obligation owing to it, including,
without limitation, any indebtedness or obligation of any of the
Shareholders or any Affiliate thereof;

(i) any plan, agreement or arrangement granting any preferential
rights to purchase or acquire any interest in any of its assets,
property or rights or requiring consent of any party to the transfer and
assignment of any such assets, property or rights;

(j) any purchase or acquisition of, or any agreement, plan or
arrangement to purchase or acquire, any of its property, rights or
assets outside the ordinary course of its business;

(k) any waiver of any of its material rights or claims;

(l) any new or any amendment or termination of any existing
material contract, agreement, license, permit or other right to which it
is a party; or

(m) any other material transaction outside the ordinary course
of its business.

3.22 Closing Date Debt; Effective Date Current Assets and Effective
Date Current Liabilities.

(a) Schedule 3.22(a) lists (i) the amount of the aggregate debt
(excluding trade payables) of the Corporation outstanding on the Closing
Date required to be repaid by WCI or the Surviving Corporation at or
immediately after the Closing Date and all prepayment penalties incurred
or to be incurred by WCI or the Surviving Corporation in connection with
the repayment of any such debt, (ii) the amount of the aggregate debt
(excluding trade payables) of the Corporation outstanding on the Closing
Date which will remain outstanding obligations of the Surviving
Corporation after the Closing Date, and all prepayment penalties
applicable to such debt if repaid prior to maturity, including in each
case all interest accrued through and including the Closing Date, (iii)
the aggregate amount of the present value as of the Closing Date,
discounted at the lease rate factor, if known, inherent in the lease or,
if the lease rate factor is not known, at the rate charged to the
Corporation by a third party lender in connection with its most recent
borrowing to finance equipment, of all lease obligations of the
Corporation that are not capitalized lease obligations and (iv) the
aggregate amount of the present value as of the Closing Date of all
capitalized lease obligations (determined in accordance with generally
accepted accounting principles) of the Corporation (the "CLOSING DATE
DEBT"). Schedule 3.22(a) includes wire transfer instructions for
creditors whose Closing Date Debt WCI has designated for payment, and
attached to Schedule 3.22(a) are pay-off letters or instructions from
such creditors in the form provided by WCI's bank or acceptable to WCI.

(b) Schedule 3.22(b) is an estimate as of the Effective Date of
the amount of the aggregate current liabilities (including any reserve
for unpaid taxes and excluding the current portion of long-term debt to
the extent such current portion is included in Closing

18
<PAGE> 23

Date Debt) and trade payables of the Corporation as of the Effective
Date (the "EFFECTIVE DATE CURRENT LIABILITIES") and the amount of the
aggregate cash and other current assets of the Corporation as of the
Effective Date, including prepaid expenses the benefit of which survives
the Effective Date and the accounts receivable of the Corporation earned
prior to the Effective Date, and collectible (less an allowance for
doubtful accounts) on or after the Effective Date (the "EFFECTIVE DATE
CURRENT ASSETS").

3.23 Bank Accounts.

(a) Schedule 3.23(a) is a complete and accurate list, as of the
Closing Date, of:

(i) the name of each bank in which the Corporation has
accounts or safe deposit boxes;

(ii) the name(s) in which the accounts or boxes are
held;

(iii) the type of account; and

(iv) the name of each person authorized to draw thereon
or have access thereto.

(b) Schedule 3.23(b) is a complete and accurate list, as of the
Closing Date, of:

(i) each credit card or other charge account issued to
the Corporation; and

(ii) the name of each person to whom such credit cards
or other charge accounts have been issued.

3.24 Compliance With Laws. Except as disclosed on Schedule 3.24, the
Corporation has complied with, and the Corporation is presently in compliance
with, federal, state and local laws, ordinances, codes, rules, regulations,
Governmental Permits, orders, judgments, awards, decrees, consent judgments,
consent orders and requirements applicable to it (collectively "LAWS"),
including, but not limited to, the Americans with Disabilities Act, the Federal
Occupational Safety and Health Act, and Laws relating to the public health,
safety or protection of the environment (collectively, "ENVIRONMENTAL LAWS").
Except as disclosed on Schedule 3.24, there has been no assertion by any party
that the Corporation is in violation of any Laws. Specifically and without
limiting the generality of the foregoing, except as disclosed on Schedule 3.24:

(a) Except as permitted under applicable laws and regulations,
including, without limitation, the federal Resource Conservation
Recovery Act, 42 U.S.C. Section 6901 et seq. ("RCRA"), the Corporation
has not accepted, processed, handled, transferred, generated, treated,
stored or disposed of any Hazardous Material (as defined in Section
3.24(e) below) nor has the Corporation accepted, processed, handled,
transferred,

19
<PAGE> 24
generated, treated, stored or disposed of asbestos, medical waste,
radioactive waste or municipal waste, except in compliance with
Environmental Laws.

(b) During the Corporation's ownership or leasing of the
Corporate Property owned or leased by it and, to the knowledge of the
Corporation and the Shareholders, prior to the Corporation's ownership
or leasing of such Corporate Property, no Hazardous Material, other than
that allowed under Environmental Laws, including, without limitation,
RCRA, has been disposed of, or otherwise released on any Corporate
Property.

(c) During the Corporation's ownership or leasing of the
Corporate Property owned or leased by it and, to the knowledge of the
Corporation and the Shareholders, prior to the Corporation's ownership
or leasing of such Corporate Property, no Corporate Property has ever
been subject to or received any notice of any private, administrative or
judicial action, or notice of any intended private, administrative or
judicial action relating to the presence or alleged presence of
Hazardous Material in, under, upon or emanating from any Corporate
Property or any real property now or previously owned or leased by the
Corporation. There are no pending and, to the Corporation's and
Shareholders' knowledge, no threatened actions or proceedings from any
governmental agency or any other entity involving remediation of any
condition of the Corporate Property, including, without limitation,
petroleum contamination, pursuant to Environmental Laws.

(d) Except as allowed under Environmental Laws, the Corporation
has not knowingly sent, transported or arranged for the transportation
or disposal of any Hazardous Material, to any site, location or
facility.

(e) As used in this Agreement, "HAZARDOUS MATERIAL" means the
substances (i) defined as "HAZARDOUS WASTE" in 40 CFR 261, and
substances defined in any comparable Washington statute or regulation;
(ii) any substance the presence of which requires remediation pursuant
to any Environmental Laws; and (iii) any substance disposed of in a
manner not in compliance with Environmental Laws.

3.25 Powers of Attorney. The Corporation has not granted any power of
attorney (except routine powers of attorney relating to representation before
governmental agencies) or entered into any agency or similar agreement whereby a
third party may bind or commit the Corporation in any manner.

3.26 Underground Storage Tanks. Except as set forth on Schedule 3.26, no
underground storage tanks containing petroleum products or wastes or other
hazardous substances regulated by 40 CFR 280 or Environmental Laws are currently
or have been located on any Corporate Property. Except as set forth on Schedule
3.26, the Corporation has not owned or leased any real property not included in
the Corporate Property having any underground storage tanks containing petroleum
products or wastes or other hazardous substances regulated by 40 CFR 280. As to
each such underground storage tank ("UST") identified on Schedule 3.26, the
Corporation has provided to WCI, on Schedule 3.26:

20
<PAGE> 25

(a) the location of the UST, information and material, including
any available drawings and photographs, showing the location, and
whether the Corporation currently owns or leases the property on which
the UST is located (and if the Corporation does not currently own or
lease such property, the dates on which it did and the current owner or
lessee of such property);

(b) the date of installation and specific use or uses of the
UST;

(d) a copy of each notice to or from a governmental body or
agency relating to the UST;

(e) other material records with regard to the UST, including,
without limitation, repair records, financial assurance compliance
records and records of ownership; and

(f) to the extent not otherwise set forth pursuant to the above,
a summary description of instances, past or present, in which, to the
Corporation's, or the Shareholders' knowledge, the UST failed to meet
applicable standards and regulations for tightness or otherwise and the
extent of such failure, and any other operational or environmental
problems with regard to the UST, including, without limitation, spills,
including spills in connection with delivery of materials to the UST,
releases from the UST and soil contamination.

Except to the extent set forth on Schedule 3.26, the Corporation
has complied with Environmental Laws regarding the installation, use, testing,
monitoring, operation and closure of each UST described on Schedule 3.26.

3.27 Patents, Trademarks, Trade Names, etc. Schedule 3.27 lists all
patents, tradenames, fictitious business names, trademarks, service marks, and
copyrights owned by the Corporation or which it is licensed to use (other than
licenses to use software for personal computer operating systems that were
provided when the computer was purchased and licenses to use software for
personal computers that are granted to retail purchasers of such software). No
patents, trade secrets, know-how, intellectual property, trademarks, trade
names, assumed names, copyrights, or designations used by the Corporation in its
business infringe on any patents, trademarks, or copyrights, or any other rights
of any person. Neither the Corporation nor any of the Shareholders knows or has
any reason to believe that there are any claims of third parties to the use of
any such names or any similar name, or knows of or has any reason to believe
that there exists any basis for any such claim or claims.

3.28 Assets, etc., Necessary to Business. The Corporation owns or leases
all properties and assets, real, personal, and mixed, tangible and intangible,
and, except as disclosed on Schedules 3.5, 3.10(a), 3.10(c), 3.14(a) and 3.19,
is a party to all Collection Franchises and Governmental Permits and other
agreements necessary to permit it to carry on its business as

21
<PAGE> 26

presently conducted. All of said Collection Franchises and Governmental Permits
and agreements have been duly obtained and, except as disclosed on Schedules
3.5, 3.8-Part II, 3.10(a), 3.10(c) 3.14(a) and 3.19, are in full force and
effect and there are no proceedings pending or threatened which may result in
the revocation, cancellation, suspension or adverse modification of any of the
same. Neither the Corporation nor any of the Shareholders has any knowledge of
any reason why all such Collection Franchises and Governmental Permits and
agreements will not remain in effect after consummation of the transactions
contemplated hereby.

3.29 Condemnation. No Corporate Property owned or leased by the
Corporation is the subject of, or would be affected by, any pending condemnation
or eminent domain proceedings, and, to the knowledge of the Corporation and the
Shareholders, no such proceedings are threatened.

3.30 Suppliers and Customers. The relations between the Corporation and
its customers are good. Neither the Corporation nor any of the Shareholders has
knowledge of any fact (other than general economic and industry conditions)
which indicates that any of the suppliers supplying products, components,
materials or providing use of, or access to, landfills or disposal sites to the
Corporation intends to cease providing such items to the Corporation, nor does
the Corporation or any of the Shareholders have knowledge of any fact (other
than general economic and industry conditions) which indicates that any of the
customers of the Corporation intends to terminate, limit or reduce its business
relations with the Corporation.

3.31 Absence of Certain Business Practices. Neither the Corporation nor
any of the Shareholders has directly or indirectly within the past five years
given or agreed to give any gift or similar benefit to any customer, supplier,
governmental employee or other person who is or may be in a position to help or
hinder the business of the Corporation in connection with any actual or proposed
transaction which (a) might subject the Corporation to any damage or penalty in
any civil, criminal or governmental litigation or proceeding, (b) if not given
in the past, might have had an adverse effect on the financial condition,
business or results of operations of the Corporation, or (c) if not continued in
the future, might adversely affect the financial condition, business or
operations of the Corporation or which might subject the Corporation to suit or
penalty in any private or governmental litigation or proceeding.

3.32 Related Party Transactions. None of the Shareholders or their
respective Affiliates has entered into any transaction with or is a party to any
agreement, lease or other instrument, or as of the date of this Agreement is
indebted to or is owed money by, the Corporation not disclosed on the Financial
Statements delivered to WCI prior to the date of this Agreement or on Schedule
3.32. Except as disclosed in the Financial Statements or on Schedule 3.32, none
of the Shareholders or their Affiliates owns any direct or indirect interest of
any kind in, or controls or is a director, officer, employee, shareholder or
partner of, or consultant or lender to or borrower from or has the right to
participate in the profits of, any Person which is a competitor, supplier,
customer, landlord, tenant, creditor or debtor of the Corporation.

3.33 Disclosure Schedules. Any matter disclosed on any Schedule to this
Agreement shall be deemed to have been disclosed on every other Schedule that
refers to such Schedule by

22
<PAGE> 27

cross reference so long as the nature of the matter disclosed is obvious from a
fair reading of the Schedule on which the matter is disclosed.

3.34 No Misleading Statements. The representations and warranties of the
Corporation and the Shareholders contained in this Agreement, the Exhibits and
Schedules hereto and all other documents and information furnished to WCI and
its representatives pursuant hereto are complete and accurate in all material
respects and do not include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements made and to be made not
misleading.

3.35 Accurate and Complete Records. The corporate minute books, stock
ledgers, books, ledgers, financial records and other records of the Corporation:

(a) have been made available to WCI and its agents at the
Corporation's offices or at the offices of WCI's attorneys or the
Corporation's attorneys;

(b) have been, in all material respects, maintained in
accordance with all applicable laws, rules and regulations; and

(c) are accurate and complete, reflect all material corporate
transactions required to be authorized by the Board of Directors and/or
shareholders of the Corporation and do not contain or reflect any
material discrepancies.

3.36 Knowledge. Wherever reference is made in this Agreement to the
"KNOWLEDGE" of the Shareholders, such term means the actual knowledge of the
Shareholders or any knowledge which should have been obtained by the
Shareholders upon reasonable inquiry by a reasonable business person. In the
case of a Shareholder that is a trust, the term "knowledge" means the actual
knowledge of the trustee or trustees of the trust or any knowledge which should
have been obtained by the trustee or trustees upon reasonable inquiry by a
reasonable business person. Wherever reference is made in this Agreement to the
"knowledge" of the Corporation, such term means the actual knowledge of any
management employee, officer or director of the Corporation or any knowledge
which should have been obtained by any such person upon reasonable inquiry by a
reasonable business person.

3.37 Brokers; Finders. No person has acted directly or indirectly as a
broker, finder or financial advisor for the Corporation or a Shareholder in
connection with the transactions contemplated by this Agreement and no person is
entitled to any broker's, finder's, financial advisory or similar fee or payment
in respect thereof based in any way on any agreement, arrangement or
understanding made by or on behalf of the Corporation or a Shareholder.

3.38 [INTENTIONALLY OMITTED]

3.39 No Dissenting Shares. No Shareholders have exercised appraisal
rights with respect to any Corporation's Stock in accordance with Section 60.554
of the Oregon Law.

23
<PAGE> 28

4. REPRESENTATIONS AND WARRANTIES OF WCI AND ACQUISITION CO.

WCI and Acquisition Co., jointly and severally, represent and warrant to
the Shareholders that each of the following representations and warranties is
true as of the Closing Date:

4.1 Existence and Good Standing. WCI is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
WCI has full corporate power and authority to own and lease its properties and
to carry on its business as now conducted. WCI is not required to be qualified
or licensed to conduct business as a foreign corporation in any jurisdiction
where the failure to be so qualified would have a material adverse effect on its
financial condition. Acquisition Co. is a corporation duly organized, validly
existing and in good standing under the laws of the State of Oregon. Acquisition
Co. has full corporate power and authority to own and lease its properties and
to carry on its business as now conducted. Acquisition Co. is not required to be
qualified or licensed to conduct business as a foreign corporation in any
jurisdiction where the failure to be so qualified would have a material adverse
effect on its financial condition.

4.2 No Contractual Restrictions. No provisions exist in any article,
document or instrument to which WCI is a party or by which it is bound which
would be violated by consummation of the transactions contemplated by this
Agreement or the Merger Documents. No provisions exist in any article, document
or instrument to which Acquisition Co. is a party or by which it is bound which
would be violated by consummation of the transactions contemplated by this
Agreement or the Merger Documents.

4.3 Authorization of Agreement. This Agreement and the Merger Documents
have been duly authorized, executed and delivered by WCI and Acquisition Co.,
and, subject to the due authorization, execution and delivery by the Corporation
and the Shareholders, constitutes a legal, valid and binding obligation of WCI
and Acquisition Co. Each of WCI and Acquisition Co. has full corporate power,
legal right and corporate authority to enter into and perform its obligations
under this Agreement and the Merger Documents and to carry on its business as
presently conducted. The execution and delivery of this Agreement and the Merger
Documents and the consummation of the transactions contemplated hereby and
thereby and the fulfillment of and compliance with the terms and conditions
hereof and thereof do not and will not, after the giving of notice, or the lapse
of time or otherwise: (a) violate any provisions of any judicial or
administrative order, award, judgment or decree applicable to WCI or Acquisition
Co.; (b) conflict with any of the provisions of the Amended and Restated
Certificate of Incorporation or Amended and Restated Bylaws of WCI; (c) conflict
with any of the provisions of the Articles of Incorporation or Bylaws of
Acquisition Co.; or (d) conflict with, result in a breach of or constitute a
default under any material agreement or instrument to which either WCI or
Acquisition Co. is a party or by which it is bound.

4.4 Status of Shares. When delivered to the Shareholders after the
Effective Time in accordance with the terms and conditions of this Agreement,
the Shares and the Contingent Shares shall have been duly authorized and
delivered shares of WCI, shall be fully paid and nonassessable, and shall have
been registered under the Act.

24
<PAGE> 29

4.5 No Misleading Statements. The representations and warranties of WCI
and Acquisition Co. contained in this Agreement, the Exhibits and Schedules
hereto and all other documents and information furnished to the Shareholders
pursuant hereto are accurate and complete in all material respects, and do not
include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements made not misleading.

4.6 Brokers; Finders. No person has acted directly or indirectly as a
broker, finder or financial advisor for WCI and Acquisition Co. in connection
with the transactions contemplated by this Agreement and no person is entitled
to any broker's, finder's, financial advisory or similar fee or payment in
respect thereof based in any way on any agreement, arrangement or understanding
made by or on behalf of WCI and Acquisition Co.

4.7 Disclosure Schedules. Any matter disclosed by WCI or Acquisition Co.
on any Schedule to this Agreement shall be deemed to have been disclosed on
every other Schedule that refers to such Schedule by cross reference so long as
the nature disclosed is obvious from a fair reading of the Schedule on which the
matter is disclosed.

5. CLOSING DELIVERIES

At the Closing or the Effective Time, as the case may be, the respective
parties shall make the deliveries indicated:

5.1 WCI Deliveries.

(a) WCI shall deliver the Cash required to be delivered at the
Effective Time.

(b) WCI shall deliver to Keith the Note at the Effective Time.

(c) WCI shall execute and deliver a Consulting Agreement with
Keith substantially in the form of the draft included in Exhibit 5.1(c).

(d) WCI shall execute and deliver an Equipment Offer Agreement
with American Products Enterprises, Inc. ("APE") substantially in the
form of the draft included in Exhibit 5.1(d).

(e) WCI shall deliver to the Shareholders a certificate of good
standing from the Secretary of State of Washington.

5.2 Shareholders Deliveries.

(a) At the Effective, Time, the Shareholders shall deliver to
WCI the certificates representing the outstanding Corporation's Stock
free and clear of all liens, security interests, claims and
encumbrances, accompanied by a stock power duly executed in blank.

25
<PAGE> 30

(b) At the Closing, the Shareholders shall deliver to WCI an
opinion of counsel for the Shareholders, dated as of the Closing Date,
in substantially the form attached hereto as Exhibit 5.2(b).

(c) The Shareholders shall deliver evidence reasonably
satisfactory to WCI that all required third-party consents to the
transactions contemplated hereby, including without limitation all
Required Governmental Consents and all required consents of the
landlords under all real estate leases to which the Corporation is a
party, were obtained and the Shareholders shall deliver an estoppel
certificate from the landlords under all real estate leases to which the
Corporation is a party confirming the terms thereof and the rental
amount owing thereunder, certifying that such lease is in full force and
effect, that the Corporation is not in default under any of the terms or
conditions thereof, that there have been no amendments or modifications
to any such lease (or specifying the same), and otherwise containing
such statements and certifications as WCI may require.

(d) The Corporation shall deliver to WCI evidence satisfactory
to WCI showing that all written employment contracts and all oral
employment contracts other than those that are terminable "at will"
without payment of severance (other than normal severance benefits
approved by WCI) or other benefits with non-union employees of the
Corporation (including, without limitation, stock options or other
rights to obtain equity in the Corporation) have been terminated,
effective on or before the Closing Date.

(e) Keith shall execute and deliver the Consulting Agreement in
the form of Exhibit 5.1(c).

(f) APE shall execute and deliver the Equipment Offer Agreement
in the form of Exhibit 5.1(d).

(g) The Shareholders shall cause each officer and director of
the Corporation to deliver a resignation as an officer and/or director
of the Corporation together with a general release releasing the
Corporation from all obligations under any indemnification agreements,
the charter documents of the Corporation, or otherwise, arising out of
or relating to this Agreement or the consummation of the transactions
contemplated thereby, other than obligations arising after the Closing
Date under this Agreement.

6. ADDITIONAL COVENANTS OF WCI, THE CORPORATION AND THE SHAREHOLDERS

6.1 Release of Guaranties. WCI shall use reasonable efforts to obtain
the termination and release promptly after the Effective Time of the personal
guaranties of the Shareholders listed on Schedule 6.1, all of which relate to
indebtedness of the Corporation included in the Financial Statements as of the
Balance Sheet Date or WCI shall indemnify the Shareholders and hold them
harmless from and against all losses, expenses or claims by third parties to
enforce or collect indebtedness owed by the Corporation as of the Effective Time
which is personally guaranteed by the Shareholders pursuant to such guaranties.
The Shareholders may notify the obligees under

26
<PAGE> 31

such guaranties that they have terminated their obligations under such
guaranties. The Shareholders shall cooperate with WCI in obtaining such
releases.

6.2 Release of Security Interests. After the Effective Time, the
Shareholders and their respective Affiliates shall cause those security
interests in the assets of the Corporation that have been created in favor of
financial institutions or other lenders to secure indebtedness (other than
indebtedness of that Corporation) of the Shareholders or their respective
Affiliates to be released in a manner reasonably satisfactory to WCI, and shall
cause all guaranties by the Corporation relating to the indebtedness of the
Shareholders to be released to the reasonable satisfaction of WCI.

6.3 Confidentiality. Neither the Corporation nor any of the Shareholders
shall disclose or make any public announcements of the transactions contemplated
by this Agreement without the prior written consent of WCI, unless required to
make such disclosure or announcement by law, in which event the party making the
disclosure or announcement shall notify WCI at least 24 hours before such
disclosure or announcement is expected to be made.

6.4 Brokers and Finders Fees. Each party shall pay and be responsible
for any broker's, finder's or financial advisory fee incurred by such party in
connection with the transactions contemplated by this Agreement.

6.5 Taxes. WCI shall reasonably cooperate, at the expense of the
Shareholders, with the Shareholders with respect to any matters involving the
Shareholders arising out of the Shareholders' ownership of the Corporation prior
to the Effective Time, including matters relating to tax returns and any tax
audits, appeals, claims or litigation with respect to such tax returns or the
preparation of such tax returns. In connection therewith, WCI shall make
available to the Shareholders such files, documents, books and records of the
Corporation for inspection and copying as may be reasonably requested by the
Shareholders and shall cooperate with the Shareholders with respect to retaining
information and documents which relate to such matters.

6.6 Short Year Tax Returns. After the Effective Time, the Shareholders
shall prepare at their sole cost and expense, all short year federal, state,
county, local and foreign tax returns required by law for the period beginning
with the first day of the Corporation's fiscal year in which the Closing occurs
and ending with the Effective Time. Each such return shall be prepared in a
financially responsible and conservative manner and shall be delivered to WCI
together with all necessary supporting schedules within 120 days following the
Effective Time for its approval (but such approval shall not relieve the
Shareholders of their responsibility for the taxes assessed under these
returns). The Shareholders shall be responsible for the payment of all taxes
shown to be due or that may come to be due on such returns or otherwise relating
to the period prior to the Effective Time in excess of the amount of any reserve
for taxes included in Effective Time Current Liabilities. The Shareholders shall
also be responsible for all taxes arising from the conversion of the Corporation
from a cash to accrual basis of reporting whether or not due on such returns or
on the first return filed by that Corporation for the period commencing after
the Effective Time. At the time of the delivery of the returns, the Shareholders
shall contemporaneously deliver to WCI checks payable to the respective taxing
authorities in amounts

27
<PAGE> 32

equal to the amount due. WCI shall sign tax returns and cause such returns to be
timely filed with the appropriate authorities. The Shareholders shall be
entitled to receive all refunds shown on said returns and any such refunds
received by the Corporation or WCI shall be remitted to the Shareholders. The
Shareholders shall also be entitled to report on their financial statements any
and all loss attributed to any short year tax return filing.

6.7 WCI Deliveries. After the Closing Date, WCI shall deliver to the
Shareholders the following documents: (i) amended annual reports for the States
of Oregon and Washington; and (ii) amended business license applications for the
jurisdictions listed on Schedule 6.7.

6.8 Shareholders' Representative.

(a) In order to administer efficiently the rights and
obligations of the Shareholders under this Agreement, the Shareholders
hereby designate and appoint Keith as the Shareholders' Representative,
to serve as the Shareholders' agent, proxy and attorney-in-fact for the
limited purposes set forth in this Agreement.

(b) Each of the Shareholders hereby appoints the Shareholders'
Representative as such Shareholder's agent, proxy and attorney-in-fact,
with full power of substitution, for all purposes set forth in this
Agreement, including, without limitation, the full power and authority
on such Shareholder's behalf (i) to consummate the transactions
contemplated by this Agreement, (ii) to disburse any funds received
hereunder to the Shareholders, (iii) to execute and deliver on behalf of
each Shareholder any amendment or waiver under this Agreement, to agree
to the amount of the actual Closing Date Debt, Effective Date Current
Assets and Effective Date Current Liabilities pursuant to Section
1.2(a), and to agree to resolution of all Claims hereunder, (iv) to
retain legal counsel and other professional services, at the expense of
the Shareholders, in connection with the performance by the
Shareholders' Representative of this Agreement, and (v) to do each and
every act and exercise any and all rights which such Shareholder or
Shareholders are permitted or required to do or exercise under this
Agreement and the other agreements, documents and certificates executed
in connection herewith. Each of the Shareholders agrees that such agency
and proxy are coupled with an interest, are therefore irrevocable
without the consent of the Shareholders' Representative and shall
survive the death, bankruptcy or other incapacity of any Shareholder.

(c) Each of the Shareholders hereby agrees that any amendment or
waiver under this Agreement, and any action taken on behalf of the
Shareholders to enforce the rights of the Shareholders under this
Agreement, and any action taken with respect to any adjustment or Claim
(including any action taken to object to, defend, compromise or agree to
the payment of such adjustment or Claim), shall be effective if approved
in writing by persons who were the holders of a majority of the
Corporation's Stock immediately prior to the Closing, and that each and
every action so taken shall be binding and conclusive on every
Shareholder, whether or not such Shareholder had notice of, or approved,
such amendment or waiver.

28
<PAGE> 33

(d) Keith shall serve as the Shareholders' Representative until
he resigns or is otherwise unable or unwilling to serve. In the event
that a Shareholders' Representative resigns from such position or is
otherwise unable or unwilling to serve, the remaining Shareholders shall
select, by the vote of the holders of a majority of the Corporation's
Stock immediately prior to the Closing, a successor representative to
fill such vacancy, shall provide prompt written notice to WCI of such
change and such substituted representative shall then be deemed to be
the Shareholders' Representative for all purposes of this Agreement.

6.9 General Release by Shareholders. Each of the Shareholders hereby
fully releases and discharges the Corporation and its directors, officers,
agents and employees from all rights, claims and actions, known or unknown, of
any kind whatsoever, which any of such Shareholders now has or may hereafter
have against the Corporation and its directors, officers, agents and employees,
arising out of or relating to events arising prior to or on the Effective Time,
except (a) as may be described in written contracts disclosed in Schedule 6.9
and expressly described and specifically excepted from this release in Schedule
6.9, (b) compensation as an employee of the Corporation for current periods
expressly described and excepted from such release on Schedule 6.9, and (c) for
the obligations of the Corporation arising after the Effective Time under this
Agreement. Specifically, but not by way of limitation, each of the Shareholders
waives any right of indemnification, contribution or other recourse against the
Corporation which he now has or may hereafter have against the Corporation with
respect to representations, warranties or covenants made in this Agreement by
the Corporation, except (a) as may be described in written contracts disclosed
in Schedule 6.9 and expressly described and specifically excepted from this
release in Schedule 6.9, (b) compensation as an employee of the Corporation for
current periods expressly described and excepted from such release on Schedule
6.9, and (c) for the obligations of the Corporation arising after the Effective
Time under this Agreement.

6.10 Certain Tax Matters. WCI, Acquisition Co., the Corporation and the
Shareholders agree that the Merger is not intended to qualify as a tax free
reorganization under Section 368 of the Code. The Shareholders acknowledge that
WCI may make an election under Section 338(h)(10) of the Internal Revenue Code
of 1986, as amended. The Shareholders agree that WCI, in its discretion, may
make such election; provided, however, that such election shall be made no later
than the due date for such election. If such election is made by WCI:

(a) WCI shall be authorized to complete Form 8023-A;

(b) The Shareholders shall sign such completed Form 8023-A;

(c) WCI and the Shareholders shall agree upon the allocation of
the Merger Consideration among the assets (including intangible assets)
of the Corporation; and

(d) If WCI does make its election under Section 338(h)(10) of
the Internal Revenue Code of 1986 as amended, WCI shall reimburse the
Shareholders and the Corporation for any additional taxes, penalties,
interest and costs of preparation of amended income tax returns incurred
due to such election resulting solely from the

29
<PAGE> 34

recapture of depreciation previously taken on various assets of the
Corporation at ordinary income instead of capital gain rates.

7. INDEMNIFICATION

7.1 Indemnity by the Shareholders. The Shareholders, jointly and
severally, subject to the limitations set forth in Section 7.2, covenant and
agree that they will indemnify and hold harmless WCI, the Surviving Corporation
and their respective directors, officers and agents and their respective
successors and assigns (collectively the "WCI INDEMNITEES"), from and after the
date of this Agreement against any and all losses, damages, assessments, fines,
penalties, adjustments, liabilities, claims, deficiencies, costs, expenses
(including specifically, but without limitation, reasonable attorneys' fees and
expenses of investigation), expenditures, including, without limitation, any
"ENVIRONMENTAL SITE LOSSES" (as such term is hereinafter defined) identified by
a WCI Indemnitee in a Claims Notice (as defined in Section 7.3(a)), or asserted
by a WCI Indemnitee in litigation commenced against the Shareholders provided
that in either case any such Claims Notice shall be given or the litigation
commenced prior to the third anniversary of this Agreement (irrespective of the
date of discovery), with respect to each of the following contingencies (all,
the "7.1 INDEMNITY EVENTS"):

(a) Any misrepresentation, breach of warranty, or nonfulfillment
of any agreement or covenant on the part of the Shareholders or the
Corporation pursuant to the terms of this Agreement or any
misrepresentation in or omission from any Exhibit, Schedule, list,
certificate, or other instrument furnished or to be furnished to WCI
pursuant to the terms of this Agreement, regardless of whether, in the
case of a breach of a representation or a warranty, WCI relied on the
truth of such representation or warranty or had any knowledge of any
breach thereof.

(b) The design, development, construction or operation of any
Facility or any other "ENVIRONMENTAL SITE" as hereinafter defined, or
the installation or operation of a UST during any period on or prior to
the Closing Date, in excess of the amount of liability with respect
thereto, if any, set forth on Part II of Schedule 3.8. As used in this
Agreement, "ENVIRONMENTAL SITE" shall mean any Facility, any UST and any
other waste storage, processing, treatment or disposal facility, and any
other business site or any other real property owned, leased, controlled
or operated by the Corporation or by any predecessor thereof on or prior
to the Closing Date. As used in this Agreement, "ENVIRONMENTAL SITE
LOSSES" shall mean any and all losses, damages (including exemplary
damages and penalties), liabilities, claims, deficiencies, costs,
expenses, and expenditures (including, without limitation, expenses in
connection with site evaluations, risk assessments and feasibility
studies) arising out of or required by an interim or final judicial or
administrative decree, judgment, injunction, mandate, interim or final
permit condition or restriction, cease and desist order, abatement
order, compliance order, consent order, clean-up order, exhumation
order, reclamation order or any other remedial action that is required
to be undertaken under federal, state or local law in respect of
operating activities on or affecting any Facility, any UST or any other
Environmental Site, including, but not limited to (x) any actual or
alleged violation of any law or regulation respecting the

30
<PAGE> 35

protection of the environment, including, but not limited to, RCRA and
CERCLA or any other law or regulation respecting the protection of the
air, water and land and (y) any remedies or violations, whether by a
private or public action, alleged or sought to be assessed as a
consequence, directly or indirectly, of any "RELEASE" (as defined below)
of pollutants (including odors) or Hazardous Substances from any
Facility, any UST or any other Environmental Site resulting from
activities thereat, whether such Release is into the air, water
(including groundwater) or land and whether such Release arose before,
during or after the Closing Date. The term "RELEASE" as used herein
means any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping or disposing into
the ambient environment. Notwithstanding anything in this paragraph to
the contrary, it is specifically understood and agreed that a Release
composed solely of Hazardous Substances contained in household waste
lawfully disposed of in a landfill during the time the Corporation owned
and/or operated such landfill does not constitute an Environmental Site
Loss.

(c) All matters on Schedule 3.8, Part II, or required to be
described on Schedule 3.8, Part II, of which the Corporation or the
Shareholders have knowledge on the Closing Date and which are not so
described.

(d) All actions, suits, proceedings, demands, assessments,
adjustments, costs and expenses (including specifically, but without
limitation, reasonable attorneys' fees and expenses of investigation)
incident to any of the foregoing.

7.2 Limitations on Shareholders' Indemnities.

(a) Subject to the provisions of 7.2(b) hereof, the obligations
of the Shareholders to indemnify the WCI Indemnitees as provided in
Section 7.1 shall be equal to the amount by which the cumulative amount
of all such liabilities, claims, damages deficiencies, actions, suits,
proceedings, demands, assessments, adjustments, costs and expenses,
expenditures and Environmental Site Losses with respect to any or all
7.1 Indemnity Events exceed $25,000 (the "GENERAL DEDUCTIBLE AMOUNT");
provided, that the amount of any obligation of indemnity arising
pursuant to Section 7.1(a) with respect to any representation, warranty
or covenant contained in Sections 3.1 through 3.5, 3.12(c), 3.18, 3.22
and 6.6 hereof and pursuant to Section 7.1(c) shall not be subject to
the General Deductible Amount.

(b) The maximum amount which WCI can recover as a result of one
or more 7.1 Indemnity Events shall not exceed the Merger Consideration
(as adjusted pursuant to Section 1.2(a) hereof, plus any portion of the
Contingent Merger Consideration paid or payable.

For this purpose, the Shares shall be valued at the Average Closing Price.

31
<PAGE> 36

7.3 Notice of Indemnity Claim.

(a) In the event that any claim ("CLAIM") is hereafter asserted
against or arises with respect to any WCI Indemnitee as to which such
Indemnitee may be entitled to indemnification hereunder, the WCI
Indemnitee shall notify the Shareholders (as applicable collectively,
the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE")
within 60 days after (i) receipt of written notice of commencement of
any third party litigation against such WCI Indemnitee, (ii) receipt by
such WCI Indemnitee of written notice of any third party claim pursuant
to an invoice, notice of claim or assessment, against such WCI
Indemnitee, or (iii) such WCI Indemnitee becomes aware of the existence
of any other event in respect of which indemnification may be sought
from the Indemnifying Party (including, without limitation, any
inaccuracy of any representation or warranty or breach of any covenant).
The Claims Notice shall describe the Claim and the specific facts and
circumstances in reasonable detail, and shall indicate the amount, if
known, or an estimate, if possible, of the losses that have been or may
be incurred or suffered by the WCI Indemnitee.

(b) The Indemnifying Party may elect to defend any Claim for
money damages where the cumulative total of all Claims (including such
Claims) do not exceed the limit set forth in Section 7.2 at the time the
Claim is made, by the Indemnifying Party's own counsel; provided,
however, the Indemnifying Party may assume and undertake the defense of
such a third party Claim only upon written agreement by the Indemnifying
Party that the Indemnifying Party is obligated to fully indemnify the
WCI Indemnitee with respect to such action. The WCI Indemnitee may
participate, at the WCI Indemnitee's own expense, in the defense of any
Claim assumed by the Indemnifying Party. Without the written approval of
the WCI Indemnitee, which approval shall not be unreasonably withheld,
the Indemnifying Party shall not agree to any compromise of a Claim
defended by the Indemnifying Party.

(c) If, within thirty (30) days of the Indemnifying Party's
receipt of a Claims Notice, the Indemnifying Party shall not have
provided the written agreement required by Section 7.3(b) and elected to
defend the Claim, the WCI Indemnitee shall have the right to assume
control of the defense and/or compromise of such Claim, and the costs
and expenses of such defense, including reasonable attorneys' fees,
shall be added to the Claim. The Indemnifying Party shall promptly, and
in any event within thirty (30) days after demand therefor, reimburse
the WCI Indemnitee for the costs of defending the Claim, including
attorneys' fees and expenses.

32
<PAGE> 37

deliver a Claims Notice or otherwise notify the Indemnifying Party of
the commencement of such actions in accordance with this Section 7.3
shall not relieve the Indemnifying Party from the obligation to
indemnify hereunder but only to the extent that the Indemnifying Party
establishes by competent evidence that it has been prejudiced thereby.

(e) In the event both the WCI Indemnitee and the Indemnifying
Party are named as defendants in an action or proceeding initiated by a
third party, they shall both be represented by the same counsel (on whom
they shall agree), unless such counsel the WCI Indemnitee, or the
Indemnifying Party shall determine that such counsel has a conflict of
interest in representing both the WCI Indemnitee and the Indemnifying
Party in the same action or proceeding and the WCI Indemnitee and the
Indemnifying Party do not waive such conflict to the satisfaction of
such counsel.

7.4 Liability for Breaches of Representations and Warranties. The
liability of a party making the representations and warranties contained in this
Agreement and in any certificate, Exhibit or Schedule delivered pursuant hereto,
or in any other writing delivered pursuant to the provisions of this Agreement
(the "REPRESENTATIONS AND WARRANTIES") for a breach thereof shall survive the
consummation of the transactions contemplated hereby.

7.5 No Exhaustion of Remedies or Subrogation; Right of Set Off. The
Shareholders waive any right to require any WCI Indemnitee to (i) proceed
against the Corporation; (ii) proceed against any other person; or (iii) pursue
any other remedy whatsoever in the power of any WCI Indemnitee. WCI may, but
shall not be obligated to, set off against any and all payments due any
Shareholder any amount to which any WCI Indemnitee is entitled to be indemnified
hereunder with respect to any 7.1 Indemnity Event. Such right of set off shall
be separate and apart from any and all other rights and remedies that the
Indemnities may have against Shareholders or their successors. This Section
shall not preclude the Shareholders from pursuing remedies against third parties
in the event of a Claim against the Shareholders by WCI.

8. OTHER POST-CLOSING COVENANTS OF THE SHAREHOLDERS AND WCI

8.1 Restrictive Covenants. As to the Surviving Corporation, the
Shareholders and their Affiliates acknowledge that (i) WCI, as the purchaser of
the Corporation's Stock, is and will be engaged in the same business as the
Surviving Corporation (the "BUSINESS"); (ii) the Shareholders and their
Affiliates are intimately familiar with the Business; (iii) the Business is
currently conducted in the States of Oregon and Washington, and WCI intends to
continue the Business in Oregon and Washington and intends, by acquisition or
otherwise, to expand the Business into other geographic areas of Oregon and
Washington where it is not presently conducted; (iv) the Shareholders and their
Affiliates have had access to trade secrets of, and confidential information
concerning, the Business; (v) the agreements and covenants contained in this
Section 8.1 are essential to protect the Business and the goodwill being
acquired; and (vi) the Shareholders and their Affiliates have the means to
support themselves and their dependents other than by engaging in a business
substantially similar to the Business and the provisions of this Section 8 will
not impair such ability. The Shareholders covenant and agree as set forth in
(a), (b) and (c) below with respect to the Corporation:

33
<PAGE> 38

(a) Non-Compete. For a period commencing on the Closing Date and
terminating five years thereafter (the "RESTRICTED PERIOD"), neither the
Shareholders nor any of their Affiliates shall, anywhere in the Cities
of Battleground, Washougal, Camas or Vancouver, Washington, the City of
Portland, Oregon, or in Clark County, Washington or Multnomah County,
Oregon; where WCI or one of its subsidiaries owns or operates a business
similar to the Business (the "RESTRICTED AREA"), directly or indirectly,
acting individually or as the owner, shareholder, partner, or employee
of any entity, other than WCI or one of its subsidiaries, (i) engage in
the operation of a solid waste collection, transporting, disposal and/or
composting business, transfer facility, recycling facility, materials
recovery facility or solid waste landfill; (ii) enter the employ of, or
render any personal services to or for the benefit of, or assist in or
facilitate the solicitation of customers for, or receive remuneration in
the form of salary, commissions or otherwise from, any business engaged
in such activities; (iii) as owner or lessor of real estate or personal
property, rent or lease any facility, equipment or other assets to any
business engaged in the same business as the Surviving Corporation; or
(iv) receive or purchase a financial interest in, make a loan to, or
make a gift in support of, any such business in any capacity, including,
without limitation, as a sole proprietor, partner, shareholder, officer,
director, principal, agent, trustee or lender; provided, however, that
any of the Shareholders may own, directly or indirectly, solely as an
investment, securities of any business traded on any national securities
exchange or NASDAQ, provided none of the Shareholders is a controlling
person of, or a member of a group which controls, such business and
further provided that the Shareholders do not, in the aggregate,
directly or indirectly, own 2% or more of any class of securities of
such business.

(b) Confidential Information. During the Restricted Period and
thereafter, the Shareholders and their Affiliates shall keep secret and
retain in strictest confidence, and shall not use for the benefit of
themselves or others, all data and information relating to the Business
("CONFIDENTIAL INFORMATION"), including without limitation, know-how,
trade secrets, customer lists, supplier lists, details of contracts,
pricing policies, operational methods, marketing plans or strategies,
bidding information, practices, policies or procedures, product
development techniques or plans, and technical processes; provided,
however, that the term "Confidential Information" shall not include
information that (i) is or becomes generally available to the public
other than as a result of disclosure by the Shareholders or (ii) is
general knowledge in the solid waste handling and landfill business and
not specifically related to the Business. Notwithstanding the foregoing,
Shareholders may disclose and discuss confidential information with
their legal and tax advisors, and as is required in connection with any
legal proceedings, and the Shareholders shall give WCI prior written
notice of such disclosure at least forty-eight (48) hours before such
disclosure is made, if possible.

34
<PAGE> 39

maintained by any attorneys for the Corporation or the Shareholders
prior to the Closing, are and shall be the property of WCI and have been
delivered or will be delivered or made available to WCI at the Closing.

(d) Non-Solicitation. Without the consent of WCI, which may be
granted or withheld by WCI in its discretion, the Shareholders and their
Affiliates shall not solicit any employees of the Surviving Corporation
to leave the employ of the Surviving Corporation and join the
Shareholders or any Affiliate in any business endeavor owned or pursued
by the Shareholders.

(e) No Disparagement. From and after the Closing Date, none of
the Shareholders shall, in any way or to any person or entity or
governmental or regulatory body or agency, denigrate or derogate WCI or
any of its subsidiaries, or any officer, director or employee, or any
product or service or procedure of any such company whether or not such
denigrating or derogatory statements shall be true and are based on acts
or omissions which are learned by the Shareholders from and after the
date hereof or on acts or omissions which occur from and after the date
hereof, or otherwise. A statement shall be deemed denigrating or
derogatory to any person or entity if it adversely affects the regard or
esteem in which such person or entity is held by investors, lenders or
licensing, rating, or regulatory entities. Without limiting the
generality of the foregoing, none of the Shareholders shall, directly or
indirectly in any way in respect of any such company or any such
directors or officers, communicate with, or take any action which is
adverse to the position of any such company with any person, entity or
governmental or regulatory body or agency who or which has dealings or
prospective dealings with any such company or jurisdiction or
prospective jurisdiction over any such company. This paragraph does not
apply to the extent that testimony is required by legal process,
provided that WCI has received not less than five days' prior written
notice of such proposed testimony.

8.2 Rights and Remedies Upon Breach. If any of the Shareholders or any
Affiliate breaches, or threatens to commit a breach of, any of the provisions of
Section 8.1 herein (the "RESTRICTIVE COVENANTS"), WCI shall have the following
rights and remedies, each of which rights and remedies shall be independent of
the others and severally enforceable, and each of which is in addition to, and
not in lieu of, any other rights and remedies available to WCI at law or in
equity:

(a) Specific Performance. The right and remedy to have the
Restrictive Covenants specifically enforced by any court of competent
jurisdiction, it being agreed that any breach or threatened breach of
the Restrictive Covenants would cause irreparable injury to WCI and that
money damages would not provide an adequate remedy to WCI. Accordingly,
in addition to any other rights or remedies, WCI shall be entitled to
injunctive relief to enforce the terms of the Restrictive Covenants and
to restrain the Shareholders from any violation thereof.

(b) Accounting. The right and remedy to require the Shareholders
to account for and pay over to WCI all compensation, profits, monies,
accruals, increments or other

35
<PAGE> 40

benefits derived or received by the Shareholders as the result of any
transactions constituting a breach of the Restrictive Covenants.

(c) Severability of Covenants. The Shareholders acknowledge and
agree that the Restrictive Covenants are reasonable and valid in
geographical and temporal scope and in all other respects. If any court
determines that any of the Restrictive Covenants, or any part thereof,
is invalid or unenforceable, the remainder of the Restrictive Covenants
shall not thereby be affected and shall be given full effect, without
regard to the invalid portions.

(d) Blue-Penciling. If any court determines that any of the
Restrictive Covenants, or any part thereof, is unenforceable because of
the duration or geographic scope of such provision, such court shall
reduce the duration or scope of such provision, as the case may be, to
the extent necessary to render it enforceable and, in its reduced form,
such provision shall then be enforced.

(e) Enforceability in Jurisdiction. WCI and the Shareholders
intend to and hereby confer jurisdiction to enforce the Restrictive
Covenants upon the courts of any jurisdiction within the geographic
scope of the Restrictive Covenants. If the courts of any one or more of
such jurisdictions hold the Restrictive Covenants unenforceable by
reason of the breadth of such scope or otherwise, it is the intention of
WCI and the Shareholders that such determination not bar or in any way
affect WCI's right to the relief provided above in the courts of any
other jurisdiction within the geographic scope of the Restrictive
Covenants as to breaches of such covenants in such other respective
jurisdictions, such covenants as they relate to each jurisdiction being,
for this purpose, severable into diverse and independent covenants.

9. GENERAL

9.1 Additional Conveyances. Following the Closing, the Shareholders and
WCI shall each deliver or cause to be delivered at such times and places as
shall be reasonably agreed upon such additional instruments as WCI, the
Surviving Corporation or the Shareholders may reasonably request for the purpose
of carrying out this Agreement. The Shareholders will cooperate with WCI and/or
the Surviving Corporation on and after the Closing Date in furnishing
information, evidence, testimony and other assistance in connection with any
actions, proceedings or disputes of any nature with respect to matters
pertaining to all periods prior to the date of this Agreement.

9.2 Assignment. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, the successors or assigns of WCI, the
Surviving Corporation and the heirs, legal representatives or assigns of the
Shareholders; provided, however, that any such assignment shall be subject to
the terms of this Agreement and shall not relieve the assignor of its or his
responsibilities under this Agreement.

36
<PAGE> 41

9.3 Public Announcements. Except as required by law, no party shall make
any public announcement or filing with respect to the transactions provided for
herein prior to the Closing Date without the prior consent of the other parties
hereto.

9.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

9.5 Notices. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given if in writing and either
delivered personally, sent by facsimile transmission or by air courier service,
or mailed by postage prepaid registered or certified U.S. mail, return receipt
requested, to the addresses designated below or such other addresses as may be
designated in writing by notice given hereunder, and shall be effective upon
personal delivery or facsimile transmission thereof or upon delivery by
registered or certified U.S. mail or one business day following deposit with an
air courier service:

If to the Shareholders: at their respective addresses set forth on
Schedule 3.2

With a copy to: Stephen W. Horenstein, Esq.
Horenstein & Duggan
900 Washington Street, Suite 900
Post Office Box 694
Vancouver, Washington 98660-3142
Facsimile: (360) 694-6413

If to WCI: Waste Connections, Inc.
2260 Douglas Boulevard, Suite 280
Roseville, California 95661
Attention: Ronald J. Mittelstaedt
Facsimile: (916) 772-2920

With a copy to: Robert D. Evans, Esq.
Shartsis, Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, California 94111
Facsimile: (415) 421-2922

9.6 Attorneys' Fees. In the event of any dispute or controversy between
WCI on the one hand and the Corporation or the Shareholders on the other hand
relating to the interpretation of this Agreement or to the transactions
contemplated hereby, the prevailing party shall be entitled to recover from the
other party reasonable attorneys' fees and expenses incurred by the prevailing
party, as awarded by the court. Such award shall include post-judgment
attorney's fees and costs.

37
<PAGE> 42

9.7 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington without regard to its
conflict of laws provisions. Any action to enforce any of the terms or
conditions contained in this Agreement (including the Schedules and Exhibits
hereto) shall be brought in Clark County, Washington.

9.8 Payment of Fees and Expenses. Whether or not the transactions herein
contemplated shall be consummated, each party hereto will pay its own fees,
expenses and disbursements incurred in connection herewith and all other costs
and expenses incurred in the performance and compliance with all conditions to
be performed hereunder (including, in the case of the Shareholders, any such
fees, expenses and disbursements paid or accrued by, or charged to, the
Corporation).

9.9 Incorporation by Reference. All Schedules and Exhibits attached
hereto are incorporated herein by reference as though fully set forth at each
point referred to in this Agreement.

9.10 Captions. The captions in this Agreement are for convenience only
and shall not be considered a part hereof or affect the construction or
interpretation of any provisions of this Agreement.

9.11 Number and Gender of Words; Corporation. Whenever the singular
number is used herein, the same shall include the plural where appropriate, and
shall apply to all of such number, and to each of them, jointly and severally,
and words of any gender shall include each other gender where appropriate.

9.12 Entire Agreement. This Agreement (including the Schedules and
Exhibits hereto) and the other documents delivered pursuant hereto constitute
the entire Agreement and understanding between the Corporation, the Shareholders
and WCI and supersedes any prior agreement and understanding relating to the
subject matter of this Agreement. This Agreement may be modified or amended only
by a written instrument executed by the Corporation, the Shareholders (or the
Shareholders' Representative on their behalf) and WCI acting through its
officers, thereunto duly authorized by its Board of Directors.

9.13 Waiver. No waiver by any party hereto at any time of any breach of,
or compliance with, any condition or provision of this Agreement to be performed
by any other party hereto may be deemed a waiver of similar or dissimilar
provisions or conditions at the same time or at any prior or subsequent time.

9.14 Construction. The language in all parts of this Agreement must be
in all cases construed simply according to its fair meaning and not strictly for
or against any party. Unless expressly set forth otherwise, all references
herein to a "day" are deemed to be a reference to a calendar day. All references
to "BUSINESS DAY" mean any day of the year other than a Saturday, Sunday or a
public or bank holiday in Oregon, Washington or California. Unless expressly
stated otherwise, cross-references herein refer to provisions within this
Agreement and are not references to the overall transaction or to any other
document.

38
<PAGE> 43

10. ARBITRATION AND DISPUTE RESOLUTION

THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING ANY
RIGHT TO A JURY TRIAL, WITH RESPECT TO ANY DISPUTE CONCERNING DETERMINATION OF
THE ADJUSTMENTS TO THE MERGER CONSIDERATION UNDER SECTIONS 2.1(a) ONLY. The
parties agree that in the event Buyer and the Shareholders' Representative are
unable to resolve a dispute concerning determination of the Adjustments to the
Merger Consideration, such dispute shall be resolved exclusively by arbitration
in accordance with the provisions of Washington statutes for arbitration of
civil disputes. Either party may appoint an arbitrator and give notice to the
other party. Within ten (10) days of receipt of such notice the other party
shall appoint an arbitrator and the two arbitrators so appointed shall, within
ten (10) days of appointment of the second arbitrator, appoint a third
arbitrator. All three arbitrators shall be attorneys or certified public
accountants with at least ten (10) years experience in the handling of business
sales and acquisitions of a similar nature to the present transaction.

The three arbitrators shall conduct a hearing and shall issue an award
which shall be final and binding on the parties, and judgment may be entered on
it in any court of competent jurisdiction as otherwise provided by law. In no
event shall the arbitrators award punitive damages. The preceding portion of
this Section does not apply to any dispute relating to any other provision of
the Agreement, or to any other aspect of the transactions contemplated herein,
and such other disputes may be resolved by the parties by any means available,
including without limitation court action and a jury trial. The parties
expressly do not waive any right to pursue any remedy available with respect to
any dispute other than one concerning determination of the adjustments to the
Merger Consideration under Section 2.1(a), and expressly do not waive the right
to trial with respect any other dispute.

11. GLOSSARY

The definitions of the terms used below can be found at the Section
indicated:

<TABLE>
<CAPTION>
Term Section
- ---- -------
<S> <C>
Act Section 1.6
Affiliate Section 3.11
Average Closing Price Section 1.2(b)
APE Section 5.1(d)
Balance Sheet Date Section 3.7
Business Section 8.1
business day Section 9.14
Claim Section 7.3(a)
Claims Notice Section 7.3(a)
Closing Section 2
Closing Date Section 2
Closing Date Debt Section 3.22(a)
Effective Date Current Assets Section 3.22(b)
Effective Date Current Liabilities Section 3.22(b)
</TABLE>

39
<PAGE> 44

<TABLE>
<S> <C>
Collection Franchises Section 3.10(a)
Confidential Information Section 8.1(b)
Corporate Property Section 3.12(b)
Corporation Parties
Corporation's Stock Second Recital
Environmental Laws Section 3.24
Environmental Site Section 7.1(b)
Environmental Site Losses Section 7.1(b)
ERISA Section 3.17(a)
Excluded Assets Section 1.5
Facility Section 3.10(c)
Facilities Section 3.10(c)
Facility Property Section 3.10(c)(iii)
Facility Surveys/Site Plans Section 3.10(c)(iii)
Financial Statements Section 3.7
General Deductible Amount Section 7.2(a)
Governmental Permits Section 3.10(a)
Hazardous Material Section 3.24(e)
Hazardous Waste Section 7.3(a)
Indemnifying Party Section 7.3(a)
7.1 Indemnity Events Section 7.1
IPO Section 1.6
IPO Price Section 1.6
Keith Parties
knowledge Section 3.36
Laws Section 3.24
Lease Fourth Recital
Lessor Fourth Recital
Permitted Liens Section 3.12(c)
Merger Consideration Section 1.1
RCRA Section 3.24(a)
Recipient Section 3.17(c)
Records, Notifications and Reports Section 3.10(b)
Release Section 7.1(b)
Representations and Warranties Section 7.4
Restricted Area Section 8.1(a)
Restricted Covenants Section 8.2
Restricted Period Section 8.1(a)
Required Governmental Consents Section 3.10(a)
SEC Section 3.38(g)
Shareholders Parties
Shares Section 1.2(b)
Transfer Station Section 1.3(b)
UST Section 3.26
WCI Indemnitees Section 7.1
</TABLE>

40
<PAGE> 45

<TABLE>
<S> <C>
WCI Parties
WCI Stock Section 1.2(b)
</TABLE>

41
<PAGE> 46

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
persons thereunto duly authorized as of the date first above written.

CORPORATION: EVERGREEN WASTE SYSTEMS INC.

By:_____________________________________
Keith H. Alexander
President

WCI: WASTE CONNECTIONS, INC.

By:_____________________________________
Ronald J. Mittelstaedt
Chief Executive Officer and President

SHAREHOLDERS:

________________________________________
Keith H. Alexander

________________________________________
Todd D. Alexander

<PAGE> 1
Exhibit 10.45

ASSET PURCHASE AGREEMENT

Dated as of September 22, 1998, by and among

Waste Connections, Inc.,
Curry Transfer & Recycling, Inc.
Harrell's Septic

and

Ralph Hirt
and
Renate Hirt

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
1. PURCHASE AND SALE OF ASSETS........................................................ 1
1.1. Sale and Transfer of Assets................................................. 1
1.2. Assumption by Buyer of Assumed Contracts.................................... 2
1.3. Excluded Liabilities........................................................ 2
1.4. Purchase Price.............................................................. 2
1.5. Certain Taxes............................................................... 3

2. CLOSING TIME AND PLACE............................................................. 3

3. REPRESENTATIONS AND WARRANTIES OF SELLERS.......................................... 3
3.1. Standing and Authority for Business......................................... 3
3.2. All Assets Being Acquired................................................... 3
3.3. Authority for Agreement..................................................... 3
3.4. No Breach or Default........................................................ 4
3.5. [INTENTIONALLY OMITTED]..................................................... 4
3.6. Liabilities................................................................. 4
3.7. Conduct of the Business..................................................... 4
3.8. Permits and Licenses........................................................ 4
3.9. Affiliate................................................................... 6
3.10. Fixed Assets and Facility Property.......................................... 6
3.11. Acquisition/Disposal of Assets.............................................. 7
3.12. Contracts and Agreements; Adverse Restrictions.............................. 7
3.13. [INTENTIONALLY OMITTED]..................................................... 8
3.14. [INTENTIONALLY OMITTED]..................................................... 8
3.15. Taxes....................................................................... 7
3.16. Copies Complete............................................................. 8
3.17. Customers, Billings, Current Receipts and Receivables....................... 8
3.18. [INTENTIONALLY OMITTED]..................................................... 8
3.19. Closing Date Debt........................................................... 8
3.20. Compliance With Laws........................................................ 8
3.21. Patents, Trademarks, Trade Names, etc....................................... 9
3.22. Assets, etc., Necessary to the Business..................................... 9
3.23. Suppliers and Customers..................................................... 9
3.24. Absence of Certain Business Practices....................................... 9
3.25. Disclosure Schedules........................................................ 9
3.26. No Misleading Statements.................................................... 10
3.27. Accurate and Complete Records............................................... 10
3.28. Knowledge................................................................... 10
3.29. Brokers; Finders............................................................ 10
</TABLE>

i
<PAGE> 3

<TABLE>
Page
----
<S> <C>
4. REPRESENTATIONS AND WARRANTIES OF BUYER............................................ 10
4.1. Existence and Good Standing................................................. 10
4.2. Authorization of Agreement.................................................. 10
4.3. No Misleading Statements.................................................... 11

5. CLOSING DELIVERIES................................................................. 11
5.1. Buyer's Deliveries.......................................................... 11
5.2. Sellers' Deliveries......................................................... 11

6. ADDITIONAL COVENANTS OF WCI, CTR, AND SELLERS...................................... 12
6.1. Confidentiality............................................................. 12
6.2. Brokers and Finders Fees.................................................... 12
6.3. Payments Recorded by Sellers After Closing Date............................. 12
6.4. Consents.................................................................... 12

7. INDEMNIFICATION.................................................................... 12
7.1. Indemnity by Sellers........................................................ 12
7.2. Limitations on Sellers' Indemnities......................................... 14
7.3. Notice of Indemnity Claim................................................... 14
7.4. Survival of Representations, Warranties and Agreements...................... 15
7.5. No Exhaustion of Remedies or Subrogation; Right of Set Off.................. 15

8. OTHER POST-CLOSING COVENANTS OF SELLERS AND BUYER.................................. 15
8.1. Restrictive Covenants....................................................... 15
8.2. Rights and Remedies Upon Breach............................................. 17

9. GENERAL............................................................................ 18
9.1. Additional Conveyances...................................................... 18
9.2. Assignment.................................................................. 18
9.3. Public Announcements........................................................ 18
9.4. Counterparts................................................................ 19
9.5. Notices..................................................................... 19
9.6. Attorneys' Fees............................................................. 19
9.7. Applicable Law.............................................................. 19
9.8. Payment of Fees and Expenses................................................ 19
9.9. Incorporation by Reference.................................................. 20
9.10. Captions.................................................................... 20
9.11. Number and Gender of Words.................................................. 20
9.12. Entire Agreement............................................................ 20
9.13. Waiver...................................................................... 20
9.14. Construction................................................................ 20

10. GLOSSARY........................................................................... 20
</TABLE>

ii
<PAGE> 4

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of September 22, 1998, and entered into by
and among Waste Connections, Inc., a Delaware corporation ("WCI"), Curry
Transfer & Recycling, Inc., an Oregon corporation ("CTR" and, collectively with
WCI, "BUYER"), and Ralph and Renate Hirt, as husband and wife, doing business as
Harrell's Septic ("SELLERS").

WHEREAS, Sellers are engaged in the portable toilet and septic services business
in Crescent City, California, and the counties of Del Norte and Humboldt,
California and Curry, Oregon (the "BUSINESS");

WHEREAS, Sellers are the sole owners of the Business;

WHEREAS, Buyer wishes to purchase, and Sellers wish to sell certain
assets that are necessary to operate the Business;

1. PURCHASE AND SALE OF ASSETS.

1.1. Sale and Transfer of Assets. Subject to and in accordance
with the terms and conditions of this Agreement, at the Closing on the Closing
Date (as defined below) Sellers shall convey, transfer, deliver and assign to
Buyer (and as among Buyer, as they shall designate to Sellers), and Buyer shall
accept from Sellers all of the assets listed on Schedule 1.1 (collectively, the
"ASSETS"), including without limitation:

(a) the trucks, containers, operating machinery and
equipment, processing equipment, parts, supplies, accessories,
inventory, physical assets and other tangible personal property
used primarily in connection with the ownership,operation and
management of the Business;

(b) all contracts, leases, agreements, customer accounts,
commitments and arrangements specifically identified in Schedule
3.12(a) as contracts contemplated to be assumed by Buyer pursuant
to this Agreement (the "ASSUMED CONTRACTS");

1
<PAGE> 5

authorities constituting a material authorization or entitlement
or otherwise material to the operation or management of the
Business owned by, issued to, or held by or otherwise benefiting
Sellers (the "GOVERNMENTAL PERMITS");

(d) all customer lists of Sellers relating to the Business;

(e) the logos, trade names, fictitious business names and
service marks of Sellers;

(f) the good will of the Business;

(g) all guarantees, warranties, indemnities and similar
rights in favor of Sellers with respect to any of the Assets and
all relevant portions of the books and records relating to the
Assets;

(h) all relevant portions of the operating and financial
records relating to the Assets, including without limitation all
ledgers, books of account, deprecation schedules, inventory
information, records relating to payables and receivables,
cancelled checks, bank statements, equipment records, maintenance
records, disposal records and information concerning customers;
and

(i) the two phone numbers used in the Business.

Notwithstanding the foregoing, Buyer shall not acquire any of the assets listed
on Schedule 3.2 (the "EXCLUDED ASSETS").

1.2. Assumption by Buyer of Assumed Contracts. Buyer hereby
assumes and agrees to perform and discharge, effective the day after the Closing
Date all of the obligations and commitments of Sellers accruing after the
Closing Date under or with respect to each Assumed Contract, but not including
any obligation or liability for any breach thereof occurring on or prior to the
Closing Date.

1.3. Excluded Liabilities. Notwithstanding the provisions of
Section 1.2 or any other provision hereof or any Schedule or Exhibit hereto and
regardless of any disclosure to Buyer, Buyer shall not assume or be bound by any
other duties, responsibilities, obligations or liabilities of Sellers or to
which Sellers or any of the Assets or the Business may be bound or affected, of
whatever kind or nature, whether known, unknown, contingent or otherwise,
arising before, on or after the Closing Date (including without limitation taxes
arising from the operation of the Business or the sale of the Assets) except, as
to obligations and liabilities arising after the Closing Date only, those
obligations and liabilities expressly assumed by Buyer pursuant to Section 1.2
(the "EXCLUDED LIABILITIES").

1.4. Purchase Price. The purchase price (the "Purchase Price")
for the Assets shall be payable as follows:

2
<PAGE> 6

(a) One Hundred Seventy-five Thousand Dollars ($175,000),
minus the Closing Date Debt as described on Schedule 3.19. The Purchase Price
shall be paid in cash by wire transfer or check payable in clearinghouse funds
at Closing. The cash portion of the Purchase Price paid at the Closing will be
based on Schedule 3.19 as delivered at the Closing.

(b) Buyer shall deliver to the Sellers a non-interest
bearing Installment Note (the "NOTE") in the aggregate principal amount of Fifty
Thousand Dollars ($50,000), which Note shall be paid in twenty (20) equal
quarterly installments of Two Thousand Five Hundred Dollars ($2,500) and shall
be substantially in the form of Exhibit 1.4(b) attached hereto. The quarterly
installments of the Note shall be paid on the first day of each calendar quarter
starting on October 1, 1998. The Note will be secured by the Assets as described
in the Security Agreement (the "SECURITY AGREEMENT") substantially in the form
of Exhibit 1.5 attached hereto.

1.5. Certain Taxes. Buyer shall pay any and all sales, use,
excise, transfer and conveyance taxes payable or assessable in connection with
or as a result of the transfer of the Assets under the terms of this Agreement
and the transactions contemplated hereby. Buyer shall not be responsible for any
business, occupation, withholding, possessory interest or similar tax or
assessment or any other tax or fee of any kind relating to any period on or
prior to the Closing Date with respect to Sellers, the Assets or the ownership,
operation or management of the Business.

1.6. Allocation of Purchase Price. Two Thousand Dollars ($2,000)
of the Purchase Price payable as cash shall be allocated to the covenant not to
compete described in Section 8.1(a).

2. CLOSING TIME AND PLACE

Subject to the terms and conditions of this Agreement, the closing of
the transactions contemplated herein (the "CLOSING") shall take place at such
time on September , 1998, as the parties shall agree (the "CLOSING DATE"). At
the Closing, Buyer and Sellers shall deliver to each other the documents,
instruments and other items described in Section 5 of this Agreement.

3. REPRESENTATIONS AND WARRANTIES OF SELLERS

Sellers (i) represent and warrant that each of the following
representations and warranties is true and complete as of Closing Date, and (ii)
agree that such representations and warranties shall survive the Closing.

3.1. Standing and Authority for Business. Sellers have full power
and authority to own the Assets and to operate the Business as now conducted.

3.2. All Assets Being Acquired. The Assets being acquired by
Buyer hereunder constitute all of the assets of Sellers used and necessary to
conduct and operate the Business as it is presently conducted, except those
assets disclosed on Schedule 3.2.

3
<PAGE> 7

3.3. Authority for Agreement. Sellers have full right, power and
authority to enter into this Agreement and to perform his and her obligations
hereunder. This Agreement has been duly and validly executed and delivered by
Sellers, and, subject to the due authorization, execution and delivery by Buyer,
constitutes the legal, valid and binding obligation of Sellers, enforceable
against Sellers in accordance with its terms.

3.4. No Breach or Default. Except as disclosed on Schedule 3.4,
the execution and delivery by Sellers of this Agreement, and the consummation by
Sellers of the transactions contemplated hereby, will not:

(a) result in the breach of any of the terms or conditions
of, or constitute a default under any obligation by which Sellers, or any of the
Assets, is or may be bound or affected; or

(b) violate any law or any order, writ, injunction or decree
of any court, administrative agency or governmental authority, or require the
approval, consent or permission of any governmental or regulatory authority; or

3.5. [INTENTIONALLY OMITTED]

3.6. Liabilities. There are no material liabilities related to
the Assets, except those described on Schedule 3.6, Part I hereto. There are no
claims, suits or proceedings pending against the Seller relating to the Assets,
except those described on Schedule 3.6, Part II hereof. There are no liens,
claims, or encumbrances secured by any of the Assets, except those listed on
Schedule 3.6, Part III hereof. Part IV of Schedule 3.6 lists, as of the Closing
Date and to the extent not otherwise included in Part I or Part III of Schedule
3.6, all real property and material personal property leasehold interests to
which Sellers are a party as lessor or lessee relating to the Business or
affecting or relating to any Facility Property (as described in Section 3.8),
including a description of the nature and principal terms of such leasehold
interest and the identity of the other party thereto.

3.7. Conduct of the Business. Except as set forth on Schedule
3.7, since August 3, 1998 (the "LETTER OF INTENT DATE"):

(a) The Business has been conducted only in the ordinary
course; and

(b) There has been no change in Sellers' financial
condition, the Assets, liabilities (contingent or otherwise), income or
operations of Sellers relating to the Assets other than changes in the ordinary
course of business, none of which either singly or in the aggregate has been
materially adverse, or which could have a material adverse effect on the
financial condition, Assets, liabilities (contingent or otherwise), income or
operations of the Business.

4
<PAGE> 8

3.8. Permits and Licenses.

(a) Schedule 3.8(a) is a full and complete list, and
includes copies, of all material permits, licenses, franchises,
titles (including motor vehicle titles and current
registrations), fuel permits, zoning and land use approvals and
authorizations, including, without limitation, any conditional or
special use approvals or zoning variances, occupancy permits, and
any other similar documents held by the Sellers relating to the
Assets (collectively the "GOVERNMENTAL PERMITS") owned by, issued
to, held by or otherwise benefiting Sellers as of the Closing
Date. The status of the Governmental Permits related to the
disposal areas owned or used by Sellers, including, without
limitation, any conditions thereto and, if applicable, the
expiration dates thereof, are also described in Schedule 3.8(a).
Schedule 3.8(a) also sets forth the name of any governmental
agency from whom Sellers or Buyer must obtain consent (the
"REQUIRED GOVERNMENTAL CONSENTS") in order to effect a direct or
indirect transfer of the Governmental Permits required as a
result of the consummation of the transactions contemplated by
this Agreement. Except as set forth on Schedule 3.8(a), all of
the Governmental Permits enumerated and listed on Schedule 3.8(a)
are and will be adequate for the use of the Assets and of each
Facility Property as presently operated and are valid and in full
force and effect. All of said Governmental Permits and agreements
have been duly obtained and are in full force and effect, and
there are no proceedings pending or, to the knowledge of Sellers,
threatened which may result in the revocation, cancellation,
suspension or adverse modification of any of the same. Sellers
have no knowledge of any reason why all such Governmental Permits
and agreements will not remain in effect after consummation of
the transactions contemplated hereby.

(b) As part of Schedule 3.8(b), Sellers have delivered to
Buyer: (i) all records, notifications, reports, permit and
license applications, engineering and geologic studies, and
environmental impact reports, tests or assessments (collectively,
"RECORDS, NOTIFICATIONS AND REPORTS") that (A) are material to
the operation of the Assets, or (B) relate to the discharge or
release of materials into the environment and/or the handling or
transportation of waste materials or hazardous or toxic
substances or otherwise relate to the protection of the public
health or the environment, or (C) were filed with or submitted to
appropriate governmental agencies during the past five years by
Sellers or their agents, and (ii) all material notifications from
such governmental agencies to Sellers or their agents in response
to or relating to any of such Records, Notifications and Reports.

(c) Schedule 3.8(c) lists, as of the Closing Date, each
facility owned, leased, operated or otherwise used by Sellers for
the Assets, the ownership, lease, operation or use of which is
being transferred to, assumed by or otherwise acquired directly
or indirectly by Buyer pursuant to this Agreement (each, a
"FACILITY" and collectively, the "FACILITIES"). Except as
otherwise disclosed on Schedule 3.8(c):

(i) Each Facility is fully licensed, permitted and
authorized to carry on its current business under all
applicable federal, state and local statutes,

5
<PAGE> 9

orders, approvals, zoning or land use requirements, rules
and regulations and no Facility is a non-conforming use or
otherwise subject to any restrictions regarding
reconstruction.

(ii) All activities and operations at each Facility are
being and have been conducted in compliance in all material
respects with the requirements, criteria, standards and
conditions set forth in all applicable federal, state and
local statutes, orders, approvals, permits, zoning or land
use requirements and restrictions, variances, licenses,
rules and regulations.

(iii) Each Facility is located on real property owned
or leased by Sellers (each a "FACILITY PROPERTY").

(iv) There are no circumstances, conditions or reasons
which are likely to be the basis for revocation or
suspension of any Facility's site assessments, permits,
licenses, consents, authorizations, zoning or land use
permits, variances or approvals relating to any Facility
owned by Sellers, or any Affiliate (as hereinafter defined)
of Sellers and leased to Sellers to be used in the Business
after the Closing, and to the knowledge of Sellers there are
no circumstances, conditions or reasons which are likely to
be the basis for revocation or suspension of any site
assessments, permits, licenses, consents, authorizations,
zoning or land use permits, variances or approvals relating
to any such Facility.

3.9. Affiliate. For purposes of this Agreement, the term
"AFFILIATE" means, with respect to any person, any person that directly or
indirectly through one or more intermediaries controls, or is controlled by, or
is under common control with such person, and in the case of Sellers includes
each Seller's father, mother, grandfather, grandmother, brothers, sisters,
children and grandchildren, and in the case of a trust includes the grantors,
trustees and beneficiaries of the trust.

3.10. Fixed Assets and Facility Property.

(b) Sellers have good, valid and marketable title to all of
the Assets, free of any encumbrance or charge of any kind except:
(i) liens for current taxes not yet due; and (ii) minor
imperfections of title and encumbrances, if any, that are not
substantial in amount, do not

6
<PAGE> 10

materially detract from the value of the property subject
thereto, do not materially impair the value of the Business or
the Assets, and have arisen only in the ordinary course of
business and consistent with past practice. There are and as of
the Closing Date will be no leases, occupancy agreements,
options, rights of first refusal or any other agreements or
arrangements, either oral or written, that create or confer in
any person or entity the right to acquire, occupy or possess, now
or in the future, any Assets, or any portion thereof, or create
in or confer on any person or entity any right, title or interest
therein or in any portion thereof.

3.11. Acquisition/Disposal of Assets. Except as indicated on
Schedule 3.11, since the Letter of Intent Date, Sellers have not acquired or
sold or otherwise disposed of any properties or assets which, singly or in the
aggregate, have a value in excess of $5,000.

3.12. Contracts and Agreements; Adverse Restrictions.

(a) Schedule 3.12(a) lists, as of the Closing Date, and
includes copies of, all insurance policies, material contracts
and agreements relating to the Assets to which either of the
Sellers is a party or by which any of the Assets is bound
(including, but not limited to, joint venture or partnership
agreements, contracts with any labor organizations, promissory
notes, loan agreements, bonds, mortgages, deeds of trust, liens,
pledges, conditional sales contracts or other security
agreements) (the "ASSUMED CONTRACTS"). Except as disclosed on
Schedule 3.12(a), all such contracts and agreements included in
Schedule 3.12(a) are and on the Closing Date shall be in full
force and effect and binding upon the parties thereto. Except as
described or cross referenced on Schedule 3.12(a), neither
Sellers nor, to Sellers' knowledge, any other parties to such
contracts and agreements is in breach thereof, and none of the
parties has threatened to breach any of the material provisions
thereof or notified Sellers of a default thereunder, or exercised
any options thereunder.

(b) Except as set forth on Schedule 3.12(b), there is no
outstanding judgment, order, writ, injunction or decree against
Sellers, the result of which could materially adversely affect
Sellers, the Assets or any of the Assets, nor have Sellers been
notified that any such judgment, order, writ, injunction or
decree has been requested.

3.13. [INTENTIONALLY OMITTED]

3.14. [INTENTIONALLY OMITTED]

3.15. Taxes.

(a) Sellers have timely filed all requisite federal, state,
local and other tax and information returns due related to the
Assets for all fiscal periods ended on or before the Closing
Date. All such returns are accurate and complete. Except as set
forth on Schedule 3.15, there are no open years, examinations in
progress, extensions of any statute of limitations or claims
against Sellers relating to federal, state, local or other taxes
(including penalties and interest) for any period or periods
prior to and including the

7
<PAGE> 11

Closing Date and no notice of any claim for taxes has been
received. Copies of (i) any tax examinations, (ii) extensions of
statutory limitations and (iii) the federal income, and state
franchise, income and sales tax returns of Sellers for the last
three fiscal years are attached as part of Schedule 3.15. Sellers
have not been contacted by any federal, state or local taxing
authority regarding a prospective examination.

(b) Except as set forth on Schedule 3.15 (which schedule
also includes the amount due) Sellers have duly paid all taxes
and other related charges required to be paid prior to the
Closing Date. The reserves for taxes contained in the Financial
Statements are adequate to cover the tax liability of Sellers as
of the Closing Date.

3.16. Copies Complete. Except as disclosed on Schedule 3.16, the
copies of all leases, instruments, agreements, licenses, permits, certificates
or other documents that have been delivered to Buyer in connection with the
transactions contemplated hereby are complete and accurate as of the Closing
Date and are true and correct copies of the originals thereof. None of such
leases, instruments, agreements, licenses, permits, site assessments,
certificates or other documents requires notice to, or consent or approval of,
any governmental agency or other third party to any of the transactions
contemplated hereby, except such consents and approvals as are listed on
Schedule 3.16.

3.17. Customers, Billings, Current Receipts and Receivables.
Schedule 3.17 is current, accurate and complete list of, and includes the
customers of the Business that Sellers serve on an ongoing basis, including
name, location and current billing rate, as of the Closing Date. Since the
Letter of Intent Date, Sellers have not lost any customers and no customers have
threatened or otherwise indicated to Sellers that they intend to discontinue
doing business with Sellers. Sellers have no knowledge of any intention of any
of such customers to terminate or reduce the scope of its operations at the
locations served by the Business, and none of such customers has indicated to
Sellers that it is considering terminating or reducing the scope of any of its
operations at any of such locations.

3.18. [INTENTIONALLY OMITTED]

3.19. Closing Date Debt. At the Closing, Sellers shall prepare
and deliver to Buyer Schedule 3.19, which shall set forth the amount of (i) the
aggregate debt (excluding trade payables) of Sellers outstanding on the Closing
Date relating to the Business, which debt will be repaid at or immediately after
the Closing Date, including in each case all interest accrued through and
including the Closing Date and all prepayment penalties to be incurred in
connection with the repayment of any such debt required to be repaid, plus (ii)
the present value of all capitalized lease obligations (determined in accordance
with generally accepted accounting principles) included in the Assumed Contracts
or encumbering the Assets and (iii) the present value, discounted at the lease
rate factor, if known, inherent in the lease or, if the lease rate factor is not
known, at the rate charged to Sellers by a third party lender in connection with
its most recent borrowing to finance equipment, of all lease obligations that
are not capitalized lease obligations included in the Assumed Contracts or
encumbering the Assets (the "CLOSING DATE DEBT").

8
<PAGE> 12

3.20. Compliance With Laws. Except as disclosed on Schedule 3.20,
Sellers have complied with, and Sellers are presently in compliance with,
federal, state and local laws, ordinances, codes, rules, regulations,
Governmental Permits, orders, judgments, awards, decrees, consent judgments,
consent orders and requirements applicable to Sellers relating to the Assets
(collectively "LAWS"), including, but not limited to, Laws relating to the
public health, safety or protection of the environment (collectively,
"ENVIRONMENTAL LAWS"). Except as disclosed on Schedule 3.20, there has been no
assertion by any party that Sellers are in material violation of any Laws.

3.21. Patents, Trademarks, Trade Names, etc. Schedule 3.21 lists
all patents, trade names, fictitious business names, trademarks, service marks,
and copyrights owned by Sellers or which Sellers are licensed to use in
connection with the Business (other than licenses to use software for personal
computer operating systems that were provided when the computer was purchased
and licenses to use software for personal computers that are granted to retail
purchasers of such software). No patents, trade secrets, know-how, intellectual
property, trademarks, trade names, assumed names, copyrights, or designations
used by Sellers in the Business infringe on any patents, trademarks, or
copyrights, or any other rights of any person. Sellers do not know or have any
reason to believe that there are any claims of third parties to the use of any
such names or any similar name, or know of or has any reason to believe that
there exists any basis for any such claim or claims.

3.22. Assets, etc., Necessary to the Business. Sellers own or
lease all properties and assets, real, personal, and mixed, tangible and
intangible, and, except as disclosed on Schedules 3.4, 3.8(a), 3.12(a) and 3.16,
are a parties to all Governmental Permits and other agreements necessary to
permit Sellers to carry on the Business as presently conducted.

3.23. Suppliers and Customers. The relations between Sellers and
the customers of the Business are good. Sellers have no knowledge of any fact
(other than general economic and industry conditions) which indicates that any
of the suppliers supplying products, components, materials or providing use of,
or access to, landfills or disposal sites to Sellers intends to cease providing
such items to Sellers, nor do Sellers have knowledge of any fact (other than
general economic and industry conditions) which indicates that any of the
customers of the Business intends to terminate, limit or reduce its business
relations with Sellers relating to the Business.

3.24. Absence of Certain Business Practices. Sellers have not
directly or indirectly within the past five years given or agreed to give any
gift or similar benefit to any customer, supplier, governmental employee or
other person who is or may be in a position to help or hinder the Business in
connection with any actual or proposed transaction which (a) might subject
Sellers to any damage or penalty in any civil, criminal or governmental
litigation or proceeding, (b) if not given in the past, might have had an
adverse effect on the financial condition, business or results of operations of
the Business, or (c) if not continued in the future, might adversely affect the
financial condition, business or operations of the Business or which might
subject Buyer to suit or penalty in any private or governmental litigation or
proceeding.

9
<PAGE> 13

3.25. Disclosure Schedules. Any matter disclosed by Sellers on
any Schedule to this Agreement shall be deemed to have been disclosed on every
other Schedule that refers to such Schedule by cross reference so long as the
nature of the matter disclosed is obvious from a fair reading of the Schedule on
which the matter is disclosed.

3.26. No Misleading Statements. The representations and
warranties of Sellers contained in this Agreement, the Exhibits and Schedules
hereto and all other documents and information furnished to Buyer and its
representatives pursuant hereto are complete and accurate in all material
respects and do not include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements made and to be made not
misleading.

3.27. Accurate and Complete Records. The books, ledgers,
financial records and other records of Sellers relating to the Business:

(a) have been made available to Buyer and its agents at
Sellers' offices or at the offices of Buyer's attorneys or
Sellers' attorneys;

(b) have been, in all material respects, maintained in
accordance with all applicable laws, rules and regulations; and

3.28. Knowledge. Wherever reference is made in this Agreement to
the "KNOWLEDGE" of Sellers, such term means the actual knowledge of Sellers or
any knowledge which should have been obtained by Sellers.

3.29. Brokers; Finders. No person has acted directly or
indirectly as a broker, finder or financial advisor for Sellers in connection
with the transactions contemplated by this Agreement and no person is entitled
to any broker's, finder's, financial advisory or similar fee or payment in
respect thereof based in any way on any agreement, arrangement or understanding
made by or on behalf of Sellers.

4. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represent and warrant to Sellers that each of the following
representations and warranties is true as of the Closing Date and agree that
such representations and warranties will survive the Closing:

4.1. Existence and Good Standing. WCI is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. CTR is a corporation duly organized, validly existing and in good
standing under the laws of the State of Oregon.

4.2. Authorization of Agreement. This Agreement has been duly
authorized, executed and delivered by Buyer, and, subject to the due
authorization, execution and delivery by

10
<PAGE> 14

Sellers, constitutes a legal, valid and binding obligation of Buyer. Each of
Buyer has full corporate power, legal right and corporate authority to enter
into and perform its obligations under this Agreement and to carry on the
Business as presently conducted. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby and the fulfillment
of and compliance with the terms and conditions hereof do not and will not,
after the giving of notice, or the lapse of time or otherwise: (a) violate any
provisions of any judicial or administrative order, award, judgment or decree
applicable to CTR or WCI: (b) conflict with any of the provisions of the
Articles or Certificate of Incorporation or Bylaws of CTR or WCI; or (c)
conflict with, result in a breach of or constitute a default under any material
agreement or instrument to which CTR or WCI is a party or by which either is
bound.

4.3. No Misleading Statements. The representations and warranties
of Buyer contained in this Agreement, the Exhibits and Schedules hereto and all
other documents and information furnished to Sellers pursuant hereto are
materially complete and accurate, and do not include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements made and to be made not misleading as of the Closing Date.

5. CLOSING DELIVERIES

At the Closing, the respective parties shall make the deliveries
indicated:

5.1. Buyer's Deliveries.

(a) Buyer shall deliver the cash portion of the Purchase
Price and the Note and Security Agreement required to be
delivered on the Closing Date pursuant to Section 1.4.

(b) Buyer shall execute and deliver to Ralph Hirt a
Consulting Agreement substantially in the form of Exhibit 5.1(b)
(the "CONSULTING AGREEMENT").

5.2. Sellers' Deliveries.

(b) Sellers shall deliver to Buyer an executed assignment or
transfer of the Assumed Contracts and Governmental Permits
accompanied by all third party consents required with respect
thereto;

(c) Sellers shall deliver to Buyer (and/or its designee) all
motor vehicle registrations and ownership documents for the motor
vehicles being acquired by Sellers;

11
<PAGE> 15

(d) Sellers shall execute and deliver such other documents
and instruments as are reasonably requested by Buyer in order to
consummate the transactions contemplated by this Agreement.

(e) Sellers shall deliver to Buyer a counterpart of the
Consulting Agreement executed by Ralph Hirt.

6. ADDITIONAL COVENANTS OF WCI, CTR, AND SELLERS

6.1. Confidentiality. Sellers shall not disclose or make any
public announcements of the existence or terms of this Agreement or the
transactions contemplated by this Agreement without the prior written consent of
WCI, unless required to make such disclosure or announcement by law, in which
event the party making the disclosure or announcement shall notify WCI at least
24 hours before such disclosure or announcement is expected to be made.

6.3. Payments Recorded by Sellers After Closing Date. Sellers
shall receive in trust and pay over to Buyer any payments or other moneys
received by Sellers after the Closing Date that relate to the Assets or services
provided by Sellers to customers identified on Schedule 3.17.

6.4. Consents. Sellers shall use reasonable commercial efforts to
obtain the consent of any party whose consent is required to complete the
transaction contemplated by this Agreement, including without limitation (if
applicable) each party to any contract relating to the Assets, each municipality
or other jurisdiction that has granted a franchise to the Sellers and each
jurisdiction issuing or granting any other Governmental Permit, shall have
consented to such transactions, and every other Required Governmental Consent
shall have been obtained prior to the Closing Date. Buyer shall be under no
obligation to agree to any condition imposed by any party granting any such
consent. The refusal of any third party to consent to any part of this
transaction prior to the Closing Date shall not be a breach of any obligation,
warranty or representation of Sellers.

6.5. Access to Financial Statements and Records. For five years
from the Closing Date, if necessary for Buyers to obtain financing, Sellers
shall allow Buyers or Buyers' designee to read and audit the portions of
Seller's financial and accounting records related to the Business for the period
of January 1, 1995, through the Closing Date. Buyers shall assume any costs of
such audit.

7. INDEMNIFICATION

7.1. Indemnity by Sellers. Subject to Section 7.2, Sellers
covenant and agree that they will, jointly and severally, indemnify and hold
harmless Buyer and their respective

12
<PAGE> 16

directors, officers and agents and their respective successors and assigns
(collectively the "INDEMNITEES"), from and after the date of this Agreement,
against any and all losses, damages, assessments, fines, penalties, adjustments,
liabilities, claims, deficiencies, costs, expenses (including specifically, but
without limitation, reasonable attorneys' fees and expenses of investigation),
expenditures, including, without limitation, any "ENVIRONMENTAL SITE LOSSES" (as
such term is hereinafter defined) identified by a WCI Indemnitee with respect to
each of the following contingencies until the expiration of the applicable
statute of limitations (all, the "INDEMNITY EVENTS"):

(a) Any misrepresentation, breach of warranty, or
nonfulfillment of any agreement or covenant on the part of
Sellers pursuant to the terms of this Agreement or any
misrepresentation in or omission from any Exhibit, Schedule,
list, certificate, or other instrument furnished or to be
furnished to WCI or CTR pursuant to the terms of this Agreement,
regardless of whether, in the case of a breach of a
representation or a warranty, WCI or CTR relied on the truth of
such representation or warranty or had any knowledge of any
breach thereof.

(b) The design, development, construction or operation of
any "ENVIRONMENTAL SITE" as hereinafter defined, or the
installation or operation of an Underground Storage Tank ("UST")
during any period on or prior to the Closing Date. As used in
this Agreement, "ENVIRONMENTAL SITE" shall mean any facility, any
UST and any other waste storage, processing, treatment or
disposal facility, and any other business site or any other real
property owned, leased, controlled or operated by Sellers or by
any predecessor thereof on or prior to the Closing Date and
related to the Assets, provided however, as to activities of such
predecessors, only to the extent that Sellers had knowledge of
such activities. As used in this Agreement, "ENVIRONMENTAL SITE
LOSSES" shall mean any and all losses, damages (including
exemplary damages and penalties), liabilities, claims,
deficiencies, costs, expenses, and expenditures (including,
without limitation, expenses in connection with site evaluations,
risk assessments and feasibility studies) arising out of or
required by an interim or final judicial or administrative
decree, judgment, injunction, mandate, interim or final permit
condition or restriction, cease and desist order, abatement
order, compliance order, consent order, clean-up order,
exhumation order, reclamation order or any other remedial action
that is required to be undertaken under federal, state or local
law in respect of operating activities on or affecting any
facility, any UST or any other Environmental Site, including, but
not limited to (x) any actual or alleged violation of any law or
regulation respecting the protection of the environment,
including, but not limited to, RCRA and CERCLA or any other law
or regulation respecting the protection of the air, water and
land and (y) any remedies or violations, whether by a private or
public action, alleged or sought to be assessed as a consequence,
directly or indirectly, of any "RELEASE" (as defined below) of
pollutants (including odors) or Hazardous Substances from any
facility, any UST or any other Environmental Site resulting from
activities thereat, whether such Release is into the air, water
(including groundwater) or land and whether such Release arose
before, during or after the Closing Date. The term "RELEASE" as
used herein means any spilling, leaking,

13
<PAGE> 17

pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, dumping or disposing into the ambient
environment.

(c) All actions, suits, proceedings, demands, assessments,
adjustments, costs and expenses (including specifically, but
without limitation, reasonable attorneys' fees and expenses of
investigation) incident to any of the foregoing.

7.2. Limitations on Sellers' Indemnities. The maximum amount
which the Indemnitees can recover as a result of one or more Indemnity Events
pursuant to the provisions hereof for Claims shall not in the aggregate exceed
the Purchase Price.

7.3. Notice of Indemnity Claim.

(a) In the event that any claim ("CLAIM") is hereafter
asserted against or arises with respect to any Indemnitee as to
which such Indemnitee may be entitled to indemnification
hereunder, WCI Indemnitee shall notify Sellers (collectively, the
"INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE")
within 60 days after (i) receipt of written notice of
commencement of any third party litigation against such
Indemnitee, (ii) receipt by such Indemnitee of written notice of
any third party claim pursuant to an invoice, notice of claim or
assessment, against such Indemnitee, or (iii) such Indemnitee
becomes aware of the existence of any other event in respect of
which indemnification may be sought from the Indemnifying Party
(including, without limitation, any inaccuracy of any
representation or warranty or breach of any covenant). The Claims
Notice shall describe the Claim and the specific facts and
circumstances in reasonable detail, and shall indicate the
amount, if known, or an estimate, if possible, of the losses that
have been or may be incurred or suffered by the Indemnitee.

(b) The Indemnifying Party may elect to defend any Claim for
money damages where the cumulative total of all Claims (including
such Claims) do not exceed the limit set forth in Section 7.2 at
the time the Claim is made, by the Indemnifying Party's own
counsel; provided, however, the Indemnifying Party may assume and
undertake the defense of such a third party Claim only upon
written agreement by the Indemnifying Party that the Indemnifying
Party is obligated to fully indemnify WCI Indemnitee with respect
to such action. WCI Indemnitee may participate, at WCI's
Indemnitee's own expense, in the defense of any Claim assumed by
the Indemnifying Party. Without the written approval of WCI
Indemnitee, which approval shall not be unreasonably withheld,
the Indemnifying Party shall not agree to any compromise of a
Claim defended by the Indemnifying Party.

(c) If, within 30 days of the Indemnifying Party's receipt
of a Claims Notice, the Indemnifying Party shall not have
provided the written agreement required by Section 7.3(b) and
elected to defend the Claims, WCI Indemnitee shall have the right
to assume control of the defense and/or compromise of such Claim,
and the costs and expenses of such defense, including reasonable
attorneys' fees, shall be added to the Claim. The Indemnifying
Party shall promptly, and in any event within 30 days reimburse

14
<PAGE> 18

WCI Indemnitee for the costs of defending the Claim, including
attorneys' fees and expenses.

(d) The party assuming the defense of any Claim shall keep
the other party reasonably informed at all times of the progress
and development of its or their defense of and compromise efforts
with respect to such Claim and shall furnish the other party with
copies of all relevant pleadings, correspondence and other
papers. In addition, the parties to this Agreement shall
cooperate with each other and make available to each other and
their representatives all available relevant records or other
materials required by them for their use in defending,
compromising or contesting any Claim. The failure to timely
deliver a Claims Notice or otherwise notify the Indemnifying
Party of the commencement of such actions in accordance with this
Section 7.3 shall not relieve the Indemnifying Party from the
obligation to indemnify hereunder but only to the extent that the
Indemnifying Party establishes by competent evidence that it has
been prejudiced thereby.

(e) In the event both the Indemnitee and the Indemnifying
Party are named as defendants in an action or proceeding
initiated by a third party, they shall both be represented by the
same counsel (on whom they shall agree), unless such counsel, the
Indemnitee, or the Indemnifying Party shall determine that such
counsel has a conflict of interest in representing both the
Indemnitee and the Indemnifying Party in the same action or
proceeding and the Indemnitee and the Indemnifying Party do not
waive such conflict to the satisfaction of such counsel.

7.4. Survival of Representations, Warranties and Agreements. The
representations and warranties of the parties contained in this Agreement and in
any certificate, Exhibit or Schedule delivered pursuant hereto, or in any other
writing delivered pursuant to the provisions of this Agreement (the
"REPRESENTATIONS AND WARRANTIES") and the liability of the party making such
Representations and Warranties for breaches thereof shall survive the
consummation of the transactions contemplated hereby. The parties hereto in
executing and delivering and in carrying out the provisions of this Agreement
are relying solely on the representations, warranties, Schedules, Exhibits,
agreements and covenants contained in this Agreement, or in any writing or
document delivered pursuant to the provisions of this Agreement, and not upon
any representation, warranty, agreement, promise or information, written or
oral, made by any persons other than as specifically set forth herein or
therein.

7.5. No Exhaustion of Remedies or Subrogation; Right of Set Off.
Sellers waive any right to require any Indemnitee to (i) proceed against any
other person or (iii) pursue any other remedy whatsoever in the power of any
Indemnitee. Buyer may, but shall not be obligated to, set off against any and
all payments due Sellers under this Agreement or any other agreement between the
parties, any amount to which WCI, CTR or any other WCI Indemnitee is entitled to
be indemnified hereunder with respect to any Indemnity Event. Such right of set
off shall be separate and apart from any and all other rights and remedies that
the Indemnities may have against Sellers or their successors.

15
<PAGE> 19

8. OTHER POST-CLOSING COVENANTS OF SELLERS AND BUYER

8.1. Restrictive Covenants. Sellers and Sellers' Affiliates
acknowledge that (i) CTR, as the purchaser of the Assets (including the goodwill
of the Business), are and will be engaged in the same business as the Business;
(ii) Sellers, and their Affiliates are intimately familiar with the Business;
(iii) the Business is currently conducted in the States of Oregon and California
and Buyer, directly and indirectly through its Affiliates, currently conduct
business in Oregon and California and intends, by acquisition or otherwise, to
expand the Business into other geographic areas of Oregon and California where
it is not presently conducted; (iv) Sellers, and their Affiliates have had
access to trade secrets of, and confidential information concerning, the
Business; (v) the agreements and covenants contained in this Section 8.1 are
essential to protect the Business and the goodwill being acquired; and (vi)
Sellers, and their Affiliates have the means to support themselves and their
dependents other than by engaging in a business substantially similar to the
Business and the provisions of this Section 8 will not impair such ability.
Sellers covenant and agree as set forth in (a), (b) and (c) below with respect
to the Business:

(a) Non-Compete. For a period commencing on the Closing Date
and terminating five years thereafter (the "RESTRICTED PERIOD"),
Sellers, and their Affiliates shall not, anywhere within a 250
mile radius of Crescent City, California, or where Buyer owns or
operates a portable toilet or septic services business, directly
or indirectly, acting individually or as the owners,
shareholders, partners, or employees of any entity, (i) engage in
the operation of a portable toilet or septic services business;
(ii) enter the employ of, or render any personal services to or
for the benefit of, or assist in or facilitate the solicitation
of customers for, or receive remuneration in the form of salary,
commissions or otherwise from, any business engaged in such
activities; or (iii) receive or purchase a financial interest in,
make a loan to, or make a gift in support of, any such business
in any capacity, including, without limitation, as a sole
proprietor, partner, shareholder, officer, director, principal,
agent, trustee or lender; provided, however, that the Sellers may
own, directly or indirectly, solely as an investment, securities
of any business traded on any national securities exchange or
NASDAQ, provided Sellers are not a controlling person of, or
member of a group which controls, such business and further
provided that Sellers do not, in the aggregate, directly or
indirectly, own 2% or more of any class of securities of such
business.

(b) Confidential Information. During the Restricted Period
and thereafter, Sellers and their Affiliates shall keep secret
and retain in strictest confidence, and shall not use for the
benefit of themselves or others, all data and information
relating to the Business ("CONFIDENTIAL INFORMATION"), including
without limitation, the existence of and terms of this Agreement,
know-how, trade secrets, customer lists, supplier lists, details
of contracts, pricing policies, operational methods, marketing
plans or strategies, bidding practices and policies, product
development techniques or plans, and technical processes;
provided, however, that the term "CONFIDENTIAL INFORMATION" shall
not include information that (i) is or becomes generally
available to the public other than as a result of disclosure by
Sellers, or (ii) is general knowledge in the portable toilet or
septic services business and not specifically related to the
Business.

16
<PAGE> 20

(c) Property of the Business. All memoranda, notes, lists,
records and other documents or papers (and all copies thereof)
relating to the Business, including such items stored in computer
memories, on microfiche or by any other means, made or compiled
by or on behalf of Sellers or made available to Sellers relating
to the Business (other than those relating to the Excluded Assets
and the Excluded Liabilities), but excluding any materials
maintained by any attorneys for Sellers prior to the Closing, are
and shall be the property of WCI or CTR and have been delivered
or will be delivered or made available to WCI or CTR at the
Closing.

(d) Non-Solicitation. Without the consent of WCI, which may
be granted or withheld by WCI in its discretion, Sellers and
their Affiliates shall not solicit any employees of WCI, CTR or
their Affiliates to leave the employ of WCI, CTR or their
Affiliates and join Sellers or Sellers' Affiliate in any business
endeavor owned or pursued by any of them.

(e) No Disparagement. From and after the Closing Date,
Sellers shall not, in any way to any customer or employee of the
Business or Buyer, denigrate or derogate Buyer or any of its
subsidiaries, or any officer, director or employee, or any
product or service or procedure of any such company whether or
not such denigrating or derogatory statements shall be true and
are based on acts or omissions which are learned by Sellers from
and after the date hereof or on acts or omissions which occur
from and after the date hereof, or otherwise. A statement shall
be deemed denigrating or derogatory to any person if it adversely
affects the regard or esteem in which such person or entity is
held by such person. Without limiting the generality of the
foregoing, Sellers shall not, directly or indirectly in any way
in respect of any such company or any such directors or officers,
communicate with, or take any action which is adverse to the
position of any such company with any customer or employee of the
Business or Buyer. This paragraph does not apply to the extent
that testimony is required by legal process, provided that WCI
has received not less than five days' prior written notice of
such proposed testimony, or such lesser actual notice as Sellers
shall have.

8.2. Rights and Remedies Upon Breach. If Sellers, or any
Affiliate breach, or threaten to commit a breach of, any of the provisions of
Section 8.1(a), (b) or (d) herein (the "RESTRICTIVE COVENANTS"), Buyer shall
have the following rights and remedies, each of which rights and remedies shall
be independent of the others and severally enforceable, and each of which is in
addition to, and not in lieu of, any other rights and remedies available to
Buyer at law or in equity:

(a) Specific Performance. The right and remedy to have the
Restrictive Covenants specifically enforced by any court of
competent jurisdiction, it being agreed that any breach or
threatened breach of the Restrictive Covenants would cause
irreparable injury to Buyer and that money damages would not
provide an adequate remedy to Buyer. Accordingly, in addition to
any other rights or remedies, Buyer shall be entitled to
injunctive relief to enforce the terms of the Restrictive
Covenants and to restrain Sellers from any violation thereof.

17
<PAGE> 21

(b) Accounting. The right and remedy to require Sellers to
account for and pay over to Buyer all compensation, profits,
monies, accruals, increments or other benefits derived or
received by Sellers as the result of any transactions
constituting a breach of the Restrictive Covenants.

(c) Severability of Covenants. Sellers acknowledge and agree
that the Restrictive Covenants are reasonable and valid in
geographical and temporal scope and in all other respects. If any
court determines that any of the Restrictive Covenants, or any
part thereof, is invalid or unenforceable, the remainder of the
Restrictive Covenants shall not thereby be affected and shall be
given full effect, without regard to the invalid portions.

(d) Blue-Penciling. If any court determines that any of the
Restrictive Covenants, or any part thereof, is unenforceable
because of the duration or geographic scope of such provision,
such court shall reduce the duration or scope of such provision,
as the case may be, to the extent necessary to render it
enforceable and, in its reduced form, such provision shall then
be enforced.

(e) Enforceability in Jurisdiction. Buyer and Sellers intend
to and hereby confer jurisdiction to enforce the Restrictive
Covenants upon the courts of any jurisdiction within the
geographic scope of the Restrictive Covenants. If the courts of
any one or more of such jurisdictions hold the Restrictive
Covenants unenforceable by reason of the breadth of such scope or
otherwise, it is the intention of Buyer and Sellers that such
determination not bar or in any way affect Buyer's right to the
relief provided above in the courts of any other jurisdiction
within the geographic scope of the Restrictive Covenants as to
breaches of such covenants in such other respective
jurisdictions, such covenants as they relate to each jurisdiction
being, for this purpose, severable into diverse and independent
covenants.

9. GENERAL

9.1. Additional Conveyances. Following the Closing, Sellers and
Buyer shall each deliver or cause to be delivered at such times and places as
shall be reasonably agreed upon such additional instruments as Buyer or Sellers
may reasonably request for the purpose of carrying out this Agreement. Sellers
will cooperate with Buyer on and after the Closing Date in furnishing
information, evidence, testimony and other assistance in connection with any
actions, proceedings or disputes of any nature with respect to matters
pertaining to all periods prior to the Closing Date. Sellers will cooperate with
WCI and its auditors, and will make available to WCI and its auditors to the
extent not included in the Assets, all records of Sellers relating to the
Business to the extent necessary to enable the information included in such
records to be audited and included in WCI's consolidated financial statements or
stated separately in accordance with SEC rules.

9.2. Assignment. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, the successors or assigns of WCI,
CTR and Sellers and the heirs, legal representatives or assigns of Sellers;
provided, however, that any such assignment shall be subject to the terms of
this Agreement and shall not relieve the assignor of its or his

18
<PAGE> 22

responsibilities under this Agreement. Buyer may assign some or
all of its rights hereunder to another affiliate of WCI.

9.3. Public Announcements. Except as required by law, Sellers
shall not make any public announcement or filing with respect to the
transactions provided for herein without the prior written consent of WCI.

9.4. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

If to Sellers: Ralph and Renate Hirt
645 Meridian Street
Crescent City, California 95531

With a copy to: Arnold S. Polk
5150 S.W. Griffith Drive
Beaverton, Oregon 97005

If to Buyer: Waste Connections, Inc.
2260 Douglas Boulevard, Suite 280
Roseville, California 95661
Attention: Ronald J. Mittelstaedt

With a copy to: Robert D. Evans, Esq.
Shartsis, Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, California 94111

9.6. Attorneys' Fees. In the event of any dispute or controversy
between WCI or CTR on the one hand and Sellers on the other hand relating to the
interpretation of this Agreement or to the transactions contemplated hereby, the
prevailing party shall be entitled to recover from the other party reasonable
attorneys' fees and expenses incurred by the prevailing party. Such award shall
include post-judgment attorney's fees and costs.

19
<PAGE> 23

9.7. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California without regard
to its conflict of laws provisions.

9.9. Incorporation by Reference. All Schedules and Exhibits
attached hereto are incorporated herein by reference as though fully set forth
at each point referred to in this Agreement.

9.10. Captions. The captions in this Agreement are for
convenience only and shall not be considered a part hereof or affect the
construction or interpretation of any provisions of this Agreement.

9.12. Entire Agreement. This Agreement (including the Schedules
and Exhibits hereto) and the other documents delivered pursuant hereto
constitute the entire Agreement and understanding between Sellers and Buyer and
supersedes any prior agreement and understanding relating to the subject matter
of this Agreement. This Agreement may be modified or amended only by a written
instrument executed by Sellers and Buyer acting through their officers,
thereunto duly authorized.

9.14. Construction. The language in all parts of this Agreement
must be in all cases construed simply according to its fair meaning and not
strictly for or against any party. Unless expressly set forth otherwise, all
references herein to a "DAY" are deemed to be a reference to a calendar day. All
references to "BUSINESS DAY" mean any day of the year other than a Saturday,
Sunday or a public or bank holiday in California. Unless expressly stated
otherwise, cross-references herein refer to provisions within this Agreement and
are not references to the overall transaction or to any other document.

10. GLOSSARY. The definitions of the terms used below can be found at
the Section indicated:

20
<PAGE> 24

<TABLE>
<CAPTION>
Term Section
- ---- -------
<S> <C>
Affiliate 3.9.
Assets 1.1.
Assumed Contracts 1.1.(b)
Business Recitals
Buyer Parties
business day 9.14
Claim 7.3.(a)
Claims Notice 7.3.(a)
Closing 2.
Closing Date 2.
Closing Date Debt 3.19.
Confidential Information 8.1.(b)
Consulting Agreement 5.1.(b)
CTR Parties
day 9.14.
Environmental Laws 3.20.
Environmental Site 7.1.(b)
Environmental Site Losses 7.1.
Excluded Assets 1.1.
Excluded Liabilities 1.3.
Facility 3.8.(c)
Facilities 3.8.(c)
Facility Property 3.8.(c)(iii)
Governmental Permits 1.1.(c)
Indemnifying Party 7.3.(a)
Indemnitees 7.1.
Indemnity Events 7.1.
knowledge 3.28.
Laws 3.20.
Letter of Intent 3.7
Note 1.4.(b)
Purchase Price 1.4.
Records, Notifications and Reports 3.8.(b)
Release 7.1.(b)
Representations and Warranties 7.4.
Required Governmental Consents 3.8.(a)
Restrictive Covenants 8.2.
Restricted Period 8.1.(a)
Security Agreement 1.4(b)
Sellers Parties
UST 7.1.(b)
WCI Parties
</TABLE>

21
<PAGE> 25

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
persons thereunto duly authorized as of the date first above written.

SELLERS:

___________________________________
Ralph Hirt

___________________________________
Renate Hirt

WCI:Waste Connections, Inc.

By:________________________________
Ronald J. Mittelstaedt
President

CTR:Curry Transfer & Recycling, Inc.

By:________________________________
Ronald J. Mittelstaedt
President

<PAGE> 1

Exhibit 10.46

ASSET PURCHASE AGREEMENT

Dated as of September 25, 1998, by and among

Waste Connections, Inc.,
Curry Transfer & Recycling, Inc.
Westlane Disposal

and

Loren Parker
and
Roberta Parker

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
1. PURCHASE AND SALE OF ASSETS......................................................... 1
1.1. Sale and Transfer of Assets................................................. 1
1.2. Assumption by Buyer of Assumed Contracts.................................... 2
1.3. Excluded Liabilities........................................................ 2
1.4. Purchase Price.............................................................. 3
1.5. Certain Taxes............................................................... 3

2. CLOSING TIME AND PLACE.............................................................. 4

3. REPRESENTATIONS AND WARRANTIES OF SELLERS........................................... 4
3.1. Standing and Authority for Business......................................... 4
3.2. All Assets Being Acquired................................................... 4
3.3. Authority for Agreement..................................................... 4
3.4. No Breach or Default........................................................ 4
3.5. Financial Statements........................................................ 5
3.6. Liabilities................................................................. 5
3.7. Conduct of the Business..................................................... 6
3.8. Permits and Licenses........................................................ 6
3.9. Affiliate................................................................... 8
3.10. Fixed Assets and Facility Property.......................................... 8
3.11. Acquisition/Disposal of Assets.............................................. 8
3.12. Contracts and Agreements; Adverse Restrictions.............................. 8
3.13. Personnel................................................................... 9
3.14. Benefit Plans and Union Contracts........................................... 9
3.15. Taxes....................................................................... 10
3.16. Copies Complete............................................................. 11
3.17. Customers, Billings, Current Receipts and Receivables....................... 11
3.18. [INTENTIONALLY OMITTED]..................................................... 12
3.19. Closing Date Debt........................................................... 12
3.20. Compliance With Laws........................................................ 12
3.21. Patents, Trademarks, Trade Names, etc....................................... 13
3.22. Assets, etc., Necessary to the Business..................................... 13
3.23. Suppliers and Customers..................................................... 13
3.24. Absence of Certain Business Practices....................................... 13
3.25. Disclosure Schedules........................................................ 14
3.26. No Misleading Statements.................................................... 14
3.27. Accurate and Complete Records............................................... 14
3.28. Knowledge................................................................... 14
3.29. Brokers; Finders............................................................ 14

4. REPRESENTATIONS AND WARRANTIES OF WCI AND CTR....................................... 14
4.1. Existence and Good Standing................................................. 15
4.2. Authorization of Agreement.................................................. 15
</TABLE>

i
<PAGE> 3
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
4.3. No Misleading Statements.................................................... 15

5. CLOSING DELIVERIES.................................................................. 15
5.1. Buyer's Deliveries.......................................................... 15
5.2. Sellers' Deliveries......................................................... 15

6. ADDITIONAL COVENANTS OF WCI, CTR, AND SELLERS....................................... 16
6.1. Confidentiality............................................................. 16
6.2. Brokers and Finders Fees.................................................... 16
6.3. Payments Recorded by Sellers After Closing Date............................. 16
6.4. Consents.................................................................... 16

7. INDEMNIFICATION............................................................. 17
7.1. Indemnity by Sellers........................................................ 17
7.2. Limitations on Sellers' Indemnities......................................... 18
7.3. Notice of Indemnity Claim................................................... 18
7.4. Survival of Representations, Warranties and Agreements...................... 19
7.5. No Exhaustion of Remedies or Subrogation; Right of Set Off.................. 19

8. OTHER POST-CLOSING COVENANTS OF SELLERS AND BUYER................................... 20
8.1. Restrictive Covenants....................................................... 20
8.2. Rights and Remedies Upon Breach............................................. 22

9. GENERAL............................................................................. 23
9.1. Additional Conveyances...................................................... 23
9.2. Assignment.................................................................. 23
9.3. Public Announcements........................................................ 23
9.4. Counterparts................................................................ 23
9.5. Notices..................................................................... 23
9.6. Attorneys' Fees............................................................. 24
9.7. Applicable Law.............................................................. 24
9.8. Payment of Fees and Expenses................................................ 24
9.9. Incorporation by Reference.................................................. 24
9.10. Captions.................................................................... 24
9.11. Number and Gender of Words.................................................. 24
9.12. Entire Agreement............................................................ 24
9.13. Waiver...................................................................... 25
9.14. Construction................................................................ 25
</TABLE>

ii
<PAGE> 4

TABLE OF CONTENTS

10. GLOSSARY............................................................................ 25
</TABLE>

iii
<PAGE> 5

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of September 25, 1998, and entered
into by and among Waste Connections, Inc., a Delaware corporation ("WCI"), Curry
Transfer & Recycling, Inc., an Oregon corporation ("CTR" and, collectively with
WCI, "BUYER"), and Loren and Roberta Parker, as husband and wife, doing business
as Westlane Disposal ("SELLERS").

WHEREAS, Sellers are engaged in the collection and transport of solid
waste in Florence and Dune City, Oregon, and the counties of Lane, Lincoln and
Douglas in Oregon (the "BUSINESS");

WHEREAS, Sellers are the sole owners of the Business;

WHEREAS, Buyer wishes to purchase, and Sellers wish to sell certain
assets that are necessary to operate the Business;

1. PURCHASE AND SALE OF ASSETS.

1.1. SALE AND TRANSFER OF ASSETS. Subject to and in accordance
with the terms and conditions of this Agreement, at the Closing on the Closing
Date (as defined below) Sellers shall convey, transfer, deliver and assign to
Buyer (and as among WCI and CTR, as they shall designate to Sellers), and Buyer
shall accept from Sellers all of the assets listed on Schedule 1.1
(collectively, the "ASSETS"), including without limitation:

1
<PAGE> 6

operation or management of the Business owned by, issued to, or held by
or otherwise benefiting Sellers (the "GOVERNMENTAL PERMITS");

(d) all customer lists of Sellers relating to the
Business;

(e) the logos, trade names, fictitious business names
and service marks of Sellers;

(f) the good will of the Business;

(g) all guarantees, warranties, indemnities and similar
rights in favor of Sellers with respect to any of the Assets and all
books and records primarily in connection with the operation of the
Business;

(h) all operating and financial records existing as of
the Closing Date relating to the Business, including without limitation
all ledgers, books of account, deprecation schedules, inventory
information, records relating to payables and receivables, cancelled
checks, bank statements, equipment records, maintenance records,
disposal records and information concerning customers;

(i) after the Closing and during normal business hours,
Buyer will allow Sellers reasonable access to business records relating
to Westlane Disposal that were created prior to the Closing Date and, if
needed, a reasonable opportunity to make copies of such documents. Buyer
will not dispose of any Westlane Disposal business records that were
created prior to the Closing Date without providing twenty (20) days'
written notice to the Sellers and allowing Sellers to preserve part or
all of such records at Sellers' expense; and

(j) use of the Business property for up to thirty (30)
days following the Closing Date.

Notwithstanding the foregoing, Buyer shall not acquire any of the assets listed
on Schedule 3.2 (the "EXCLUDED ASSETS").

1.2. ASSUMPTION BY BUYER OF ASSUMED CONTRACTS. Buyer hereby
assumes and agrees to perform and discharge, effective the day after the Closing
Date all of the obligations and commitments of Sellers accruing after the
Closing Date under or with respect to each Assumed Contract, but not including
any obligation or liability for any breach thereof occurring on or prior to the
Closing Date.

1.3. EXCLUDED LIABILITIES. Notwithstanding the provisions of
Section 1.2 or any other provision hereof or any Schedule or Exhibit hereto and
regardless of any disclosure to Buyer, Buyer shall not assume or be bound by any
other duties, responsibilities, obligations or liabilities of Sellers or to
which Sellers or any of the Assets or the Business may be bound or affected, of
whatever kind or nature, whether known, unknown, contingent or otherwise,
arising

2
<PAGE> 7
before, on or after the Closing Date (including without limitation taxes arising
from the operation of the Business or the sale of the Assets) except, as to
obligations and liabilities arising after the Closing Date only, those
obligations and liabilities expressly assumed by Buyer pursuant to Section 1.2
(the "EXCLUDED LIABILITIES").

1.4. PURCHASE PRICE. The purchase price (the "PURCHASE
PRICE") for the Assets shall be payable as follows:

(a) Six Hundred Ninety-one Thousand Dollars
($691,000), minus the Closing Date Debt as described on Schedule 3.19. The
Purchase Price shall be paid in cash by wire transfer or check payable in
clearinghouse funds at Closing. The cash portion of the Purchase Price paid at
the Closing will be based on Schedule 3.19 as delivered at the Closing. Buyer
and Sellers acknowledge that there will be accounts receivable and accounts
payable that cannot be accurately reconciled until after the Closing Date.
Within ninety (90) days after the Closing, WCI and the Sellers shall determine
the accounts payable and receivable for the Business that relate to the period
prior to and including the Closing Date and that relate to the period after the
Closing Date. Sellers shall be entitled to accounts receivable for services
rendered prior to and including the Closing Date and Buyer shall be entitled to
accounts receivable for services rendered after the Closing Date. Sellers shall
be liable for accounts payable that relate to products or services delivered to
Sellers prior to or on the Closing Date, and Buyer shall be liable for accounts
payable that relate to products or services delivered to Buyer after the Closing
Date. Buyer and Sellers will make available to each other all records relating
to the post-closing calculation and allocation of accounts receivable and
accounts payable.

(b) WCI shall deliver to the Sellers a non-interest
bearing Installment Note (the "NOTE") in the aggregate principal amount of
Twelve Thousand Dollars ($12,000), which Note shall be paid in twelve (12) equal
monthly installments of One Thousand Dollars ($1,000) and shall be substantially
in the form of Exhibit 1.4(b) attached hereto. The monthly installments of the
Note shall be paid on the first day of each calendar month starting on October
1, 1998.

1.5. CERTAIN TAXES. The Sellers shall pay any and all sales, use,
excise, transfer and conveyance taxes payable or assessable in connection with
or as a result of the transfer of the Assets under the terms of this Agreement
and the transactions contemplated hereby. Buyer shall not be responsible for any
business, occupation, withholding, possessory interest or similar tax or
assessment or any other tax or fee of any kind relating to any period on or
prior to the Closing Date with respect to Sellers, the Assets or the ownership,
operation or management of the Business.

1.6. ALLOCATION OF PURCHASE PRICE. Five Thousand Dollars
($5,000) of the Purchase Price shall be allocated to the covenant not to compete
described in Section 7.1(a), Thirty Thousand Dollars ($ 30,000) of the Purchase
Price shall be allocated to the Assets and the remainder of the Purchase Price
shall be allocated to the goodwill purchased by Buyer.

3
<PAGE> 8

2. CLOSING TIME AND PLACE

Subject to the terms and conditions of this Agreement, the closing of
the transactions contemplated herein (the "CLOSING") shall take place at such
time on September ___, 1998, as the parties shall agree (the "CLOSING DATE").
The Closing shall take place at the Law Offices of Shartsis, Friese & Ginsburg
LLP, One Maritime Plaza, Suite 1800, San Francisco, California, 94111, or
through an exchange of consideration and signed documents using overnight
courier service. At the Closing, Buyer and Sellers shall deliver to each other
the documents, instruments and other items described in Section 5 of this
Agreement.The Closing will be deemed effective as of September 12, 1998, for tax
and financial reporting purposes.

3. REPRESENTATIONS AND WARRANTIES OF SELLERS

3.1. STANDING AND AUTHORITY FOR BUSINESS. Sellers have full power
and authority to own the Assets and to operate the Business as now conducted.

3.2. ALL ASSETS BEING ACQUIRED. The Assets being acquired by
Buyer hereunder constitute all of the assets of Sellers used and necessary to
conduct and operate the Business as it is presently conducted.

3.3. AUTHORITY FOR AGREEMENT. Sellers have full right, power and
authority to enter into this Agreement and to perform his and her obligations
hereunder. This Agreement has been duly and validly executed and delivered by
Sellers, and, subject to the due authorization, execution and delivery by WCI
and CTR, constitutes the legal, valid and binding obligation of Sellers,
enforceable against Sellers in accordance with its terms.

3.4. NO BREACH OR DEFAULT. Except as disclosed on Schedule 3.4,
the execution and delivery by Sellers of this Agreement, and the consummation by
Sellers of the transactions contemplated hereby, will not:

(a) result in the breach of any of the terms or
conditions of, or constitute a default under any obligation by which
Sellers, or any of the Assets, is or may be bound or affected; or

4
<PAGE> 9

3.5. FINANCIAL STATEMENTS. Sellers have delivered to Buyer, as
Schedule 3.5, copies of the financial statements ("FINANCIAL STATEMENTS") of
Sellers relating to the Business for the three (3) years ended September 12,
1998 (September 12, 1998, shall be referred to as the "BALANCE SHEET DATE"). The
Financial Statements are true and correct and fairly present (i) the financial
position of the Business as of the respective dates of the balance sheets
included in the Financial Statements, and (ii) the results of operations of the
Business for the respective periods indicated. The Financial Statements have
been prepared in accordance with generally accepted accounting principles,
applied consistently with prior periods. Except as disclosed on Schedules 3.5,
3.6, 3.19, Sellers had as of the Closing Date, no liabilities of any nature,
whether accrued, absolute, contingent or otherwise, including, without
limitation, tax liabilities due or to become due.

3.6. LIABILITIES. Parts I, II, III and IV of Schedule 3.6, are
accurate lists and descriptions of all liabilities of Sellers relating to the
Business required to be described below in the format set forth below.

(a) Part I of Schedule 3.6 lists, as of the Closing
Date, other than with respect to trade payables and as of the end of the
month prior to the Closing Date with respect to trade payables, all
indebtedness for money borrowed and all other fixed and uncontested
liabilities of any kind, character and description, whether reflected or
not reflected on the Financial Statements and whether accrued or
absolute, and states as to each such liability the amount of such
liability and to whom payable. From the end of the month prior to the
Closing Date through the Closing Date, trade payables have been incurred
only in the ordinary course of business consistent with comparable prior
periods.

(b) Part II of Schedule 3.6 lists, as of the Closing
Date, all claims, suits and proceedings which are pending against
Sellers relating to the Business and, to the knowledge of Sellers, all
material contingent liabilities and all material claims, suits and
proceedings threatened or anticipated against Sellers relating to the
Business. For each such liability, Part II of Schedule 3.6 includes a
summary description of such liability, including, without limitation:
(i) the name of each court, agency, bureau, board or body before which
any such claim, suit or proceeding is pending, including, without
limitation, those arising under Environmental Laws (as defined in
Section 3.20), those relating to personal injury or property damage
(including all workers' compensation and occupational disease and injury
claims, suits and proceedings) and those citations arising under the
Federal Occupational Safety and Health Act or any comparable state law,
(ii) the date such claim, suit or proceeding was instituted, (iii) the
parties to such claim, suit or proceeding, (iv) a description of the
factual basis alleged to underlie such claim, suit or proceeding,
including the date or dates of all material occurrences, and (v) the
amount claimed and other relief sought.

(c) Part III of Schedule 3.6 lists, as of the Closing
Date and to the extent not otherwise included in Part I of Schedule 3.6,
all material liens, claims and encumbrances secured by any of the
Assets, including a description of the nature of such

5
<PAGE> 10

lien, claim or encumbrance, the amount secured if it secures a
liability, the nature of the obligation secured, and the party holding
such lien, claim or encumbrance.

(d) Part IV of Schedule 3.6 lists, as of the Closing
Date and to the extent not otherwise included in Part I or Part III of
Schedule 3.6, all real property and material personal property leasehold
interests to which Sellers are a party as lessor or lessee relating to
the Business or affecting or relating to any Facility Property (as
described in Section 3.8), including a description of the nature and
principal terms of such leasehold interest and the identity of the other
party thereto.

3.7. CONDUCT OF THE BUSINESS. Except as set forth on Schedule
3.7, since the Balance Sheet Date:

(a) The Business has been conducted only in the
ordinary course; and

(b) There has been no change in Sellers' financial
condition, the Assets, liabilities (contingent or otherwise), income or
operations of Sellers relating to the Business other than changes in the
ordinary course of business, none of which either singly or in the
aggregate has been materially adverse, or which could have a material
adverse effect on the financial condition, Assets, liabilities
(contingent or otherwise), income or operations of the Business.

3.8. PERMITS AND LICENSES.

(a) Schedule 3.8(a) is a full and complete list, and
includes copies, of all material permits, licenses, franchises, titles
(including motor vehicle titles and current registrations), fuel
permits, zoning and land use approvals and authorizations, including,
without limitation, any conditional or special use approvals or zoning
variances, occupancy permits, and any other similar documents
constituting a material authorization or entitlement or otherwise
material to the operation of the Business by Sellers (collectively the
"GOVERNMENTAL PERMITS") owned by, issued to, held by or otherwise
benefiting Sellers as of the Closing Date. The status of the
Governmental Permits related to the disposal areas owned or used by
Sellers, including, without limitation, any conditions thereto and, if
applicable, the expiration dates thereof, are also described in Schedule
3.8(a). Schedule 3.8(a) also sets forth the name of any governmental
agency from whom Sellers or Buyer must obtain consent (the "REQUIRED
GOVERNMENTAL CONSENTS") in order to effect a direct or indirect transfer
of the Governmental Permits required as a result of the consummation of
the transactions contemplated by this Agreement. Except as set forth on
Schedule 3.8(a), all of the Governmental Permits enumerated and listed
on Schedule 3.8(a) are and will be adequate for the operation of the
Business of Sellers and of each Facility Property as presently operated
and are valid and in full force and effect. All of said Governmental
Permits and agreements have been duly obtained and are in full force and
effect, and there are no proceedings pending or, to the knowledge of
Sellers, threatened which may result in the revocation, cancellation,
suspension or adverse modification of any of the same. Sellers
have no knowledge of any reason why all such Governmental Permits and

6
<PAGE> 11

agreements will not remain in effect after consummation of the
transactions contemplated hereby.

(b) As part of Schedule 3.8(a), Sellers have delivered
to Buyer: (i) all records, notifications, reports, permit and license
applications, engineering and geologic studies, and environmental impact
reports, tests or assessments (collectively, "RECORDS, NOTIFICATIONS AND
REPORTS") that (A) are material to the operation of the Business, or (B)
relate to the discharge or release of materials into the environment
and/or the handling or transportation of waste materials or hazardous or
toxic substances or otherwise relate to the protection of the public
health or the environment, or (C) were filed with or submitted to
appropriate governmental agencies during the past five (5) years by
Sellers or their agents, and (ii) all material notifications from such
governmental agencies to Sellers or their agents in response to or
relating to any of such Records, Notifications and Reports.

(c) Schedule 3.8(c) lists, as of the Closing Date, each
facility owned, leased, operated or otherwise used by Sellers for the
Business, the ownership, lease, operation or use of which is being
transferred to, assumed by or otherwise acquired directly or indirectly
by Buyer pursuant to this Agreement (each, a "FACILITY" and
collectively, the "FACILITIES"). Except as otherwise disclosed on
Schedule 3.8(c):

(iii) Each Facility is located on real property
owned or leased by Sellers (each a "FACILITY PROPERTY").

(iv) There are no circumstances, conditions or
reasons which are likely to be the basis for revocation or
suspension of any Facility's site assessments, permits, licenses,
consents, authorizations, zoning or land use permits, variances
or approvals relating to any Facility owned by Sellers, or any
Affiliate (as hereinafter defined) of Sellers and leased to
Sellers to be used in the Business after the Closing, and to the
knowledge of Sellers there are no circumstances, conditions or
reasons which are likely to be the basis for revocation or
suspension of any site assessments, permits, licenses, consents,
authorizations, zoning or land use permits, variances or
approvals relating to any such Facility.

7
<PAGE> 12

3.9. AFFILIATE. For purposes of this Agreement, the term
"AFFILIATE" means, with respect to any person, any person that directly or
indirectly through one or more intermediaries controls, or is controlled by, or
is under common control with such person, and in the case of Sellers includes
each Seller's father, mother, grandfather, grandmother, brothers, sisters,
children and grandchildren, and in the case of a trust includes the grantors,
trustees and beneficiaries of the trust.

3.10. FIXED ASSETS AND FACILITY PROPERTY.

(a) Schedule 3.10(a) lists, as of the Closing Date,
substantially all the fixed assets (other than real estate) of Sellers
used in the Business, including, without limitation, identification of
each vehicle by description and serial number, identification of
machinery, equipment and general descriptions of parts, supplies and
inventory. Except as described on Schedule 3.10(a), all of Sellers'
containers, vehicles, machinery and equipment necessary for the
operation of the Business are in good working order and condition,
normal wear and tear excepted, and all of the motor vehicles and other
rolling stock of Sellers is in material compliance with all applicable
laws, rules and regulations. All such vehicles, machinery and equipment
are substantially fit for the purposes for which they are utilized. All
leases of fixed assets are in full force and effect and binding upon the
parties thereto; neither Sellers nor any other party to such leases is
in breach of any of the material provisions thereof.

(b) Sellers have good, valid and marketable title to
all personal properties and assets, tangible and intangible, actually
used or necessary for the conduct of the Business, free of any
encumbrance or charge of any kind except: (i) liens for current taxes
not yet due; and (ii) minor imperfections of title and encumbrances, if
any, that are not substantial in amount, do not materially detract from
the value of the property subject thereto, do not materially impair the
value of the Business or the Assets, and have arisen only in the
ordinary course of business and consistent with past practice. There are
and as of the Closing Date will be no leases, occupancy agreements,
options, rights of first refusal or any other agreements or
arrangements, either oral or written, that create or confer in any
person or entity the right to acquire, occupy or possess, now or in the
future, any Assets, or any portion thereof, or create in or confer on
any person or entity any right, title or interest therein or in any
portion thereof.

3.11. ACQUISITION/DISPOSAL OF ASSETS. Except as indicated on
Schedule 3.11, since the Balance Sheet Date, Sellers have not acquired or sold
or otherwise disposed of any properties or assets which, singly or in the
aggregate, have a value in excess of $5,000, or which are material to the
operation of the Business as presently conducted.

3.12. CONTRACTS AND AGREEMENTS; ADVERSE RESTRICTIONS.

(a) Schedule 3.12(a) lists, as of the Closing Date, and
includes copies of, all insurance policies, material contracts and
agreements relating to the Business to which either of the Sellers is a
party or by which any of the Assets is bound (including,

8
<PAGE> 13

but not limited to, joint venture or partnership agreements, contracts
with any labor organizations, promissory notes, loan agreements, bonds,
mortgages, deeds of trust, liens, pledges, conditional sales contracts
or other security agreements) (the "ASSUMED CONTRACTS"). Except as
disclosed on Schedule 3.12(a), all such contracts and agreements
included in Schedule 3.12(a) are and on the Closing Date shall be in
full force and effect and binding upon the parties thereto. Except as
described or cross referenced on Schedule 3.12(a), neither Sellers nor,
to Sellers' knowledge, any other parties to such contracts and
agreements is in breach thereof, and none of the parties has threatened
to breach any of the material provisions thereof or notified Sellers of
a default thereunder, or exercised any options thereunder.

(b) Except as set forth on Schedule 3.12(b), there is
no outstanding judgment, order, writ, injunction or decree against
Sellers, the result of which could materially adversely affect Sellers,
the Business or any of the Assets, nor have Sellers been notified that
any such judgment, order, writ, injunction or decree has been requested.

3.13. PERSONNEL. Schedule 3.13 is a complete list, as of the
Closing Date, of all employees (by type or classification) of Sellers relating
to the Business and their respective rates of compensation, including (i) the
portions thereof attributable to bonuses, (ii) any other salary, bonus, equity
participation, or other compensation arrangement made with or promised to any of
them, and (iii) copies of all employment agreements with employees. Schedule
3.13 also lists the driver's license number for each driver of motor vehicles
used in the Business.

3.14. BENEFIT PLANS AND UNION CONTRACTS.

9
<PAGE> 14

for excise tax or penalty due to the Internal Revenue Service or U.S.
Department of Labor nor any liability to the Pension Benefit Guaranty
Corporation for any employee benefit plan, nor have Sellers, nor
party-in-interest or disqualified person, engaged in any transaction or
other activity which would give rise to such liability. Sellers have not
participated in or made contributions to any "multi-employer plan" as
defined in the Employee Retirement Income Security Act of 1974
("ERISA"), nor would Sellers be subject to any withdrawal liability with
respect to such a plan if any such employer withdrew from such a plan
immediately prior to the Closing Date. No employee pension benefit plan
is under funded on a termination basis as of the date of this Agreement.

(b) Schedule 3.14(b) is a complete list, as of the
Closing Date, and includes complete copies of all union contracts and
agreements between Sellers and any collective bargaining group relating
to the Business. In the operation of the Business, Sellers have complied
in all material respects with all applicable federal and state laws
respecting employment and employment practices, terms and conditions of
employment, wages and hours, and nondiscrimination in employment, and
are not engaged in any unfair labor practice. There is no charge pending
nor, to Sellers' knowledge, is there any charge threatened against
Sellers relating to the Business before any court or agency and alleging
unlawful discrimination in employment practices. There is no charge of
or proceeding with regard to any unfair labor practice relating to the
Business that is pending before the National Labor Relations Board.
There is no labor strike, dispute, slow down or stoppage as of the
Closing Date, existing or threatened against Sellers relating to the
Business; no union organizational activity exists respecting employees
of Sellers relating to the Business not currently subject to a
collective bargaining agreement; except as set forth on Schedule
3.14(b), the Business has not experienced any work stoppage or material
labor difficulty; the union contracts or other agreements delivered as
part of Schedule 3.14(b) constitute all agreements with the unions or
other collective bargaining groups relating to the Business, and there
are no other arrangements or established practices relating to the
employees covered by any collective bargaining agreement; and Schedule
3.14(b) contains as of the Closing Date a list of all arbitration or
grievance proceedings relating to the Business that have occurred since
the Balance Sheet Date. No one has petitioned within the last five (5)
years, and no one is now petitioning, for union representation of any
employees of Sellers relating to the Business. Sellers have not
experienced any labor strike, slow-down, work stoppage, or other job
action during the last five (5) years relating to the Business.

3.15. TAXES.

(a) Sellers have timely filed all requisite federal,
state, local and other tax and information returns due for all fiscal
periods ended on or before the Closing Date. All such returns are
accurate and complete. Except as set forth on Schedule 3.15, there are
no open years, examinations in progress, extensions of any statute of
limitations or claims against Sellers relating to federal, state, local
or other taxes (including penalties and interest) for any period or
periods prior to and including the Closing Date and no notice of any
claim for taxes has been received. Copies of (i) any tax examinations,
(ii) extensions of statutory limitations and (iii) the federal income,
and state franchise, income

10
<PAGE> 15

and sales tax returns of Sellers for the last three (3) fiscal years are
attached as part of Schedule 3.15. Sellers have not been contacted by
any federal, state or local taxing authority regarding a prospective
examination.

(b) Except as set forth on Schedule 3.15 (which
schedule also includes the amount due) Sellers have duly paid all taxes
and other related charges required to be paid prior to the Closing Date.
The reserves for taxes contained in the Financial Statements are
adequate to cover the tax liability of Sellers as of the Closing Date.

(c) Sellers have withheld all required amounts from
their employees for all pay periods in full and complete compliance with
the withholding provisions of applicable federal, state and local laws.
All required federal, state and local and other returns with respect to
income tax withholding, social security, and unemployment taxes have
been duly filed by Sellers for all periods for which returns are due,
and the amounts shown on all such returns to be due and payable have
been paid in full.

3.16. COPIES COMPLETE. Except as disclosed on Schedule 3.16, the
copies of all leases, instruments, agreements, licenses, permits, certificates
or other documents that have been delivered to Buyer in connection with the
transactions contemplated hereby are complete and accurate as of the Closing
Date and are true and correct copies of the originals thereof. None of such
leases, instruments, agreements, licenses, permits, site assessments,
certificates or other documents requires notice to, or consent or approval of,
any governmental agency or other third party to any of the transactions
contemplated hereby, except such consents and approvals as are listed on
Schedule 3.16, all of which will have been obtained prior to the Closing Date.

3.17. CUSTOMERS, BILLINGS, CURRENT RECEIPTS AND RECEIVABLES.
Schedule 3.17 is current, accurate and complete list of, and includes:

(a) the customers of the Business that Sellers serve on
an ongoing basis, including name, location and current billing rate, as
of the Closing Date; and

(b) an accurate and complete aging of all accounts and
notes receivable from customers as of the last day of the month
preceding the Closing Date, showing amounts due in thirty-day (30-day)
aging categories. Except to the extent of the allowance for bad debts
reflected on the Financial Statements, Sellers' accounts and notes
receivable are collectible in the amounts shown on Schedule 3.17.

Since the Balance Sheet Date, Sellers have not lost any customers and no
customers have threatened or otherwise indicated to Sellers that they intend to
discontinue doing business with Sellers. Sellers have no knowledge of any
intention of any of such customers to terminate or reduce the scope of its
operations at the locations served by the Business, and none of such customers
has indicated to Sellers that it is considering terminating or reducing the
scope of any of its operations at any of such locations.

3.18. [INTENTIONALLY OMITTED]

11
<PAGE> 16

3.19. CLOSING DATE DEBT. At the Closing, Sellers shall prepare
and deliver to Buyer Schedule 3.19, which shall set forth the amount of (i) the
aggregate debt (excluding trade payables) of Sellers outstanding on the Closing
Date relating to the Business, which debt will be repaid at or immediately after
the Closing Date, including in each case all interest accrued through and
including the Closing Date and all prepayment penalties to be incurred in
connection with the repayment of any such debt required to be repaid, plus (ii)
the present value of all capitalized lease obligations (determined in accordance
with generally accepted accounting principles) included in the Assumed Contracts
or encumbering the Assets and (iii) the present value, discounted at the lease
rate factor, if known, inherent in the lease or, if the lease rate factor is not
known, at the rate charged to Sellers by a third party lender in connection with
its most recent borrowing to finance equipment, of all lease obligations that
are not capitalized lease obligations included in the Assumed Contracts or
encumbering the Assets (the "CLOSING DATE DEBT").

3.20. COMPLIANCE WITH LAWS. Except as disclosed on Schedule 3.20,
Sellers have complied with, and Sellers are presently in compliance with,
federal, state and local laws, ordinances, codes, rules, regulations,
Governmental Permits, orders, judgments, awards, decrees, consent judgments,
consent orders and requirements applicable to Sellers relating to the Business
(collectively "LAWS"), including, but not limited to, Laws relating to the
public health, safety or protection of the environment (collectively,
"ENVIRONMENTAL LAWS"). Except as disclosed on Schedule 3.20, there has been no
assertion by any party that Sellers are in material violation of any Laws.
Specifically and without limiting the generality of the foregoing, except as
disclosed on Schedule 3.20:

(a) Except as permitted under applicable laws and
regulations, including, without limitation, the federal Resource
Conservation Recovery Act, 42 USC Section 6901 et seq. ("RCRA"), the
Business has not accepted, processed, handled, transferred, generated,
treated, stored or disposed of any Hazardous Material (as defined in
Section 3.20(e) below) nor has it accepted, processed, handled,
transferred, generated, treated, stored or disposed of asbestos, medical
waste, radioactive waste or municipal waste, except in compliance with
Environmental Laws.

(b) During Sellers' ownership or leasing of the
Facility Property owned or leased by Sellers and prior to Sellers'
ownership or leasing of such Facility Property, no Hazardous Material,
other than that allowed under Environmental Laws, including, without
limitation, RCRA, has been disposed of, or otherwise released on any
Facility Property.

(c) During Sellers' ownership or leasing of the
Facility Property owned or leased by Sellers and prior to Sellers'
ownership or leasing of such Facility Property, no Facility Property has
ever been subject to or received any notice of any private,
administrative or judicial action, or notice of any intended private,
administrative or judicial action relating to the presence or alleged
presence of Hazardous Material in, under, upon or emanating from any
Facility Property or any real property now or previously owned by
Sellers. There are no pending and no threatened actions or proceedings
from any governmental agency or any other entity involving remediation
of

12
<PAGE> 17

any condition of any Facility Property, including, without limitation,
petroleum contamination, pursuant to Environmental Laws.

3.21. PATENTS, TRADEMARKS, TRADE NAMES, ETC. Schedule 3.21 lists
all patents, trade names, fictitious business names, trademarks, service marks,
and copyrights owned by Sellers or which Sellers are licensed to use in
connection with the Business (other than licenses to use software for personal
computer operating systems that were provided when the computer was purchased
and licenses to use software for personal computers that are granted to retail
purchasers of such software). No patents, trade secrets, know-how, intellectual
property, trademarks, trade names, assumed names, copyrights, or designations
used by Sellers in the Business infringe on any patents, trademarks, or
copyrights, or any other rights of any person. Sellers do not know or have any
reason to believe that there are any claims of third parties to the use of any
such names or any similar name, or know of or has any reason to believe that
there exists any basis for any such claim or claims.

3.22. ASSETS, ETC., NECESSARY TO THE BUSINESS. Sellers own or
lease all properties and assets, real, personal, and mixed, tangible and
intangible, and, except as disclosed on Schedules 3.4, 3.8(a), 3.12(a) and 3.16,
are a parties to all Governmental Permits and other agreements necessary to
permit Sellers to carry on the Business as presently conducted.

3.23. SUPPLIERS AND CUSTOMERS. The relations between Sellers and
the customers of the Business are good. Sellers have no knowledge of any fact
(other than general economic and industry conditions) which indicates that any
of the suppliers supplying products, components, materials or providing use of,
or access to, landfills or disposal sites to Sellers intends to cease providing
such items to Sellers, nor do Sellers have knowledge of any fact (other than
general economic and industry conditions) which indicates that any of the
customers of the Business intends to terminate, limit or reduce its business
relations with Sellers relating to the Business.

3.24. ABSENCE OF CERTAIN BUSINESS PRACTICES. Sellers have not
directly or indirectly within the past five (5) years given or agreed to give
any gift or similar benefit to any customer, supplier, governmental employee or
other person who is or may be in a position to help or hinder the Business in
connection with any actual or proposed transaction which (a) might subject
Sellers to any damage or penalty in any civil, criminal or governmental
litigation or proceeding, (b) if not given in the past, might have had an
adverse effect on the financial

13
<PAGE> 18

condition, business or results of operations of the Business, or (c) if not
continued in the future, might adversely affect the financial condition,
business or operations of the Business or which might subject Buyer to suit or
penalty in any private or governmental litigation or proceeding.

3.25. DISCLOSURE SCHEDULES. Any matter disclosed by Sellers on
any Schedule to this Agreement shall be deemed to have been disclosed on every
other Schedule that refers to such Schedule by cross reference so long as the
nature of the matter disclosed is obvious from a fair reading of the Schedule on
which the matter is disclosed.

3.26. NO MISLEADING STATEMENTS. The representations and
warranties of Sellers contained in this Agreement, the Exhibits and Schedules
hereto and all other documents and information furnished to Buyer and its
representatives pursuant hereto are complete and accurate in all material
respects and do not include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements made and to be made not
misleading.

3.27. ACCURATE AND COMPLETE RECORDS. The books, ledgers,
financial records and other records of Sellers relating to the Business:

(a) have been made available to Buyer and its agents at
Sellers' offices or at the offices of Buyer's attorneys or Sellers'
attorneys;

(b) have been, in all material respects, maintained in
accordance with all applicable laws, rules and regulations; and

3.28. KNOWLEDGE. Wherever reference is made in this Agreement to
the "KNOWLEDGE" of Sellers, such term means the actual knowledge of Sellers, or
any director, officer or management employee of Sellers whose duties relate to
the Business, or any knowledge which should have been obtained by Sellers, or
such employee upon reasonable inquiry by a reasonable business person.

3.29. BROKERS; FINDERS. No person has acted directly or
indirectly as a broker, finder or financial advisor for Sellers in connection
with the transactions contemplated by this Agreement and no person is entitled
to any broker's, finder's, financial advisory or similar fee or payment in
respect thereof based in any way on any agreement, arrangement or understanding
made by or on behalf of Sellers.

4. REPRESENTATIONS AND WARRANTIES OF WCI AND CTR

WCI and CTR represent and warrant to Sellers that each of the following
representations and warranties is true as of the Closing Date and agree that
such representations and warranties will survive the Closing:

14
<PAGE> 19

4.1. EXISTENCE AND GOOD STANDING. WCI is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. CTR is a corporation duly organized, validly existing and in good
standing under the laws of the State of Oregon.

4.2. AUTHORIZATION OF AGREEMENT. This Agreement has been duly
authorized, executed and delivered by WCI and CTR, and, subject to the due
authorization, execution and delivery by Sellers, constitutes a legal, valid and
binding obligation of WCI and CTR. Each of WCI and CTR has full corporate power,
legal right and corporate authority to enter into and perform its obligations
under this Agreement and to carry on the Business as presently conducted. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby and the fulfillment of and compliance with the
terms and conditions hereof do not and will not, after the giving of notice, or
the lapse of time or otherwise: (a) violate any provisions of any judicial or
administrative order, award, judgment or decree applicable to CTR or WCI: (b)
conflict with any of the provisions of the Articles or Certificate of
Incorporation or Bylaws of CTR or WCI; or (c) conflict with, result in a breach
of or constitute a default under any material agreement or instrument to which
CTR or WCI is a party or by which either is bound.

4.3. NO MISLEADING STATEMENTS. The representations and warranties
of WCI and CTR contained in this Agreement, the Exhibits and Schedules hereto
and all other documents and information furnished to Sellers pursuant hereto are
materially complete and accurate, and do not include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements made and to be made not misleading as of the Closing Date.

5. CLOSING DELIVERIES

At the Closing, the respective parties shall make the deliveries
indicated:

5.1. BUYER'S DELIVERIES.

(a) Buyer shall deliver the cash portion of the
Purchase Price and the Note required to be delivered on the Closing Date
pursuant to Section 1.4.

5.2. SELLERS' DELIVERIES.

(a) Sellers shall deliver to Buyer (and/or its
designee) an executed bill of sale or bills of sale and other
instruments of transfer and conveyance for the full and complete
transfer, conveyance, assignment and delivery to Buyer on the Closing
Date of all of Sellers' right, title and interest in and to all of the
Assets, accompanied by all third party consents required with respect
thereto, including, without limitation, written evidence of the release
of the liens and encumbrances with respect to the Assets;

(b) Sellers shall deliver to Buyer an executed
assignment or transfer of the Assumed Contracts and Governmental Permits
accompanied by all third party consents required with respect thereto;

15
<PAGE> 20

(c) Sellers shall deliver to Buyer (and/or its
designee) all motor vehicle registrations and ownership documents for
the motor vehicles being acquired by Sellers;

(d) Sellers shall deliver to Buyer an opinion of
counsel for Sellers, dated as of the Closing Date, in substantially the
form attached hereto as Exhibit 5.2(d).

(e) Sellers shall execute and deliver such other
documents and instruments as are reasonably requested by Buyer in order
to consummate the transactions contemplated by this Agreement.

(f) Sellers shall deliver to Buyer evidence
satisfactory to Buyer showing that all written employment contracts and
all oral employment contracts other than those that are terminable "at
will" without payment of severance (other than normal severance benefits
approved by Buyer) or other benefits with non-union employees of Sellers
(including, without limitation, rights to obtain equity in the Business
or Assets) have been terminated, effective on or before the Closing
Date.

6. ADDITIONAL COVENANTS OF WCI, CTR, AND SELLERS

6.1. CONFIDENTIALITY. Sellers shall not disclose or make any
public announcements of the existence or terms of this Agreement or the
transactions contemplated by this Agreement without the prior written consent of
WCI, unless required to make such disclosure or announcement by law, in which
event the party making the disclosure or announcement shall notify WCI at least
24 hours before such disclosure or announcement is expected to be made.

6.2. BROKERS AND FINDERS FEES. Each party shall pay and be
responsible for any broker's, finder's or financial advisory fee incurred by
such party in connection with the transactions contemplated by this Agreement.

6.3. PAYMENTS RECORDED BY SELLERS AFTER CLOSING DATE. Sellers
shall receive in trust and pay over to Buyer any payments or other moneys
received by Sellers after the Closing Date that relate to the Business, the
Assets or services provided by Sellers to customers identified on Schedule 3.17.

6.4. CONSENTS. Sellers will use reasonable commercial efforts to
obtain the consent of any party whose consent is required to complete the
transaction contemplated by this Agreement, including without limitation (if
applicable) each party to any contract relating to the Assets or the Business,
each municipality or other jurisdiction that has granted a franchise to the
Sellers and each jurisdiction issuing or granting any other Governmental Permit,
shall have consented to such transactions, and every other Required Governmental
Consent shall have been obtained prior to the Closing Date. Buyer shall be under
no obligation to agree to any condition imposed by any party granting any such
consent.

16
<PAGE> 21

6.5. ACCESS TO FINANCIAL STATEMENTS AND RECORDS. For three (3)
years from the Closing Date, if necessary for Buyers to obtain financing, Seller
shall allow Buyer or Buyer's designee to read and audit Seller's financial,
accounting and tax records for the period of January 1, 1995, through the
Closing Date. Buyers shall assume any costs of such audit.

7. INDEMNIFICATION

7.1. INDEMNITY BY SELLERS. Subject to Section 7.2, Sellers
covenant and agree that they will, jointly and severally, indemnify and hold
harmless WCI and CTR and their respective directors, officers and agents and
their respective successors and assigns (collectively the "INDEMNITEES"), from
and after the date of this Agreement, against any and all losses, damages,
assessments, fines, penalties, adjustments, liabilities, claims, deficiencies,
costs, expenses (including specifically, but without limitation, reasonable
attorneys' fees and expenses of investigation), expenditures, including, without
limitation, any "ENVIRONMENTAL SITE LOSSES" (as such term is hereinafter
defined) identified by an Indemnitee with respect to each of the following
contingencies until the expiration of the applicable statute of limitations
(all, the "INDEMNITY EVENTS"):

(a) Any misrepresentation, breach of warranty, or
nonfulfillment of any agreement or covenant on the part of Sellers
pursuant to the terms of this Agreement or any misrepresentation in or
omission from any Exhibit, Schedule, list, certificate, or other
instrument furnished or to be furnished to WCI or CTR pursuant to the
terms of this Agreement, regardless of whether, in the case of a breach
of a representation or a warranty, WCI or CTR relied on the truth of
such representation or warranty or had any knowledge of any breach
thereof.

17
<PAGE> 22

environment, including, but not limited to, RCRA and CERCLA or any other
law or regulation respecting the protection of the air, water and land
and (y) any remedies or violations, whether by a private or public
action, alleged or sought to be assessed as a consequence, directly or
indirectly, of any "RELEASE" (as defined below) of pollutants (including
odors) or Hazardous Substances from any facility, any UST or any other
Environmental Site resulting from activities thereat, whether such
Release is into the air, water (including groundwater) or land and
whether such Release arose before, during or after the Closing Date. The
term "RELEASE" as used herein means any spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping or disposing into the ambient environment.

7.2. LIMITATIONS ON SELLERS' INDEMNITIES. The maximum amount
which the Indemnitees can recover as a result of one or more Indemnity Events
pursuant to the provisions hereof for Claims shall not in the aggregate exceed
the Purchase Price.

7.3. NOTICE OF INDEMNITY CLAIM.

(a) In the event that any claim ("CLAIM") is hereafter
asserted against or arises with respect to any Indemnitee as to which
such Indemnitee may be entitled to indemnification hereunder, such
Indemnitee shall notify Sellers (collectively, the "INDEMNIFYING PARTY")
in writing thereof (the "CLAIMS NOTICE") within sixty (60) days after
(i) receipt of written notice of commencement of any third party
litigation against such Indemnitee, (ii) receipt by such Indemnitee of
written notice of any third party claim pursuant to an invoice, notice
of claim or assessment, against such Indemnitee, or (iii) such
Indemnitee becomes aware of the existence of any other event in respect
of which indemnification may be sought from the Indemnifying Party
(including, without limitation, any inaccuracy of any representation or
warranty or breach of any covenant). The Claims Notice shall describe
the Claim and the specific facts and circumstances in reasonable detail,
and shall indicate the amount, if known, or an estimate, if possible, of
the losses that have been or may be incurred or suffered by the
Indemnitee.

(b) The Indemnifying Party may elect to defend any
Claim for money damages where the cumulative total of all Claims
(including such Claims) do not exceed the limit set forth in Section 7.2
at the time the Claim is made, by the Indemnifying Party's own counsel;
provided, however, the Indemnifying Party may assume and undertake the
defense of such a third party Claim only upon written agreement by the
Indemnifying Party that the Indemnifying Party is obligated to fully
indemnify such Indemnitee with respect to such action. The Indemnitee
may participate, at the Indemnitee's own expense, in the defense of any
Claim assumed by the Indemnifying Party. Without the written approval of
the Indemnitee, which approval shall not be unreasonably withheld, the
Indemnifying Party shall not agree to any compromise of a Claim defended
by the Indemnifying Party.

18
<PAGE> 23

(c) If, within thirty (30) days of the Indemnifying
Party's receipt of a Claims Notice, the Indemnifying Party shall not
have provided the written agreement required by Section 7.3(b) and
elected to defend the Claims, the Indemnitee shall have the right to
assume control of the defense and/or compromise of such Claim, and the
costs and expenses of such defense, including reasonable attorneys'
fees, shall be added to the Claim. The Indemnifying Party shall
promptly, and in any event within thirty (30) days reimburse the
Indemnitee for the costs of defending the Claim, including attorneys'
fees and expenses.

7.4. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. The
representations and warranties of the parties contained in this Agreement and in
any certificate, Exhibit or Schedule delivered pursuant hereto, or in any other
writing delivered pursuant to the provisions of this Agreement (the
"REPRESENTATIONS AND WARRANTIES") and the liability of the party making such
Representations and Warranties for breaches thereof shall survive the
consummation of the transactions contemplated hereby. The parties hereto in
executing and delivering and in carrying out the provisions of this Agreement
are relying solely on the representations, warranties, Schedules, Exhibits,
agreements and covenants contained in this Agreement, or in any writing or
document delivered pursuant to the provisions of this Agreement, and not upon
any representation, warranty, agreement, promise or information, written or
oral, made by any persons other than as specifically set forth herein or
therein.

7.5. NO EXHAUSTION OF REMEDIES OR SUBROGATION; RIGHT OF SET OFF.
Sellers waive any right to require any Indemnitee to (i) proceed against any
other person or (iii) pursue any other remedy whatsoever in the power of any
Indemnitee. Buyer may, but shall not be obligated to, set off against any and
all payments due Sellers under this Agreement or any other agreement between the
parties, any amount to which WCI, CTR or any other Indemnitee is
entitled to be indemnified hereunder with respect to any Indemnity Event. Such
right of set off shall be separate and apart from any and all other rights and
remedies that the Indemnities may have against Sellers or their successors. If
any Indemnitee has the option to proceed against any

19
<PAGE> 24

other person, besides the Sellers, and such Indemnitee chooses not to proceed
against that other person, such Indemnitee shall not proceed against the
Sellers.

8. OTHER POST-CLOSING COVENANTS OF SELLERS AND BUYER

8.1. RESTRICTIVE COVENANTS. Sellers and Sellers' Affiliates
acknowledge that (i) CTR, as the purchaser of the Assets (including the goodwill
of the Business), are and will be engaged in the same business as the Business;
(ii) Sellers, and their Affiliates are intimately familiar with the Business;
(iii) the Business is currently conducted in the State of Oregon and Buyer,
directly and indirectly through its Affiliates, currently conduct business in
Oregon and intends, by acquisition or otherwise, to expand the Business into
other geographic areas of Oregon where it is not presently conducted; (iv)
Sellers, and their Affiliates have had access to trade secrets of, and
confidential information concerning, the Business; (v) the agreements and
covenants contained in this Section 8.1 are essential to protect the Business
and the goodwill being acquired; and (vi) Sellers, and their Affiliates have the
means to support themselves and their dependents other than by engaging in a
business substantially similar to the Business and the provisions of this
Section 8 will not impair such ability. Sellers covenant and agree as set forth
in (a), (b) and (c) below with respect to the Business:

(a) NON-COMPETE. For a period commencing on the Closing
Date and terminating five (5) years thereafter (the "RESTRICTED
PERIOD"), Sellers, and their Affiliates shall not, anywhere in the
Cities of Dunes and Florence, Oregon or the Counties of Lincoln or Lane,
Oregon, or where the Buyer owns or operates a portable toilet or septic
services business, directly or indirectly, acting individually or as the
owners, shareholders, partners, or employees of any entity, (i) engage
in the operation of a portable toilet or septic services business or
engage in the operation of a solid waste collection, transporting,
disposal and/or composting business, transfer facility, recycling
facility, materials recovery facility or solid waste landfill; (ii)
enter the employ of, or render any personal services to or for the
benefit of, or assist in or facilitate the solicitation of customers
for, or receive remuneration in the form of salary, commissions or
otherwise from, any business engaged in such activities; or (iii)
receive or purchase a financial interest in, make a loan to, or make a
gift in support of, any such business in any capacity, including,
without limitation, as a sole proprietor, partner, shareholder, officer,
director, principal, agent, trustee or lender; provided, however, that
the Sellers may own, directly or indirectly, solely as an investment,
securities of any business traded on any national securities exchange or
NASDAQ, provided Sellers are not a controlling person of, or member of a
group which controls, such business and further provided that Sellers do
not, in the aggregate, directly or indirectly, own two percent (2%) or
more of any class of securities of such business. However, Sellers shall
have the right to participate in public matters involving the Buyer
other than rate setting and garbage franchise regulations if Sellers
have a financial interest in such public matters. For example, Sellers
may participate in land use applications involving land located near
property owned by them. In addition, Sellers may engage in business
dealings with customers of Westlane Disposal, the Buyer or Siuslaw
Disposal, as long as such business dealings do not violate the

20
<PAGE> 25

covenant not to compete contained in this section and do not involve any
aspect of solid waste collection, hauling and disposal or portable
toilets or septic services.

(b) CONFIDENTIAL INFORMATION. During the Restricted
Period, Sellers and their Affiliates shall keep secret and retain in
strictest confidence, and shall not use for the benefit of themselves or
others, all data and information relating to the Business ("CONFIDENTIAL
INFORMATION"), including without limitation, the existence of and terms
of this Agreement, know-how, trade secrets, customer lists, supplier
lists, details of contracts, pricing policies, operational methods,
marketing plans or strategies, bidding practices and policies, product
development techniques or plans, and technical processes; provided,
however, that the term "CONFIDENTIAL INFORMATION" shall not include
information that (i) is or becomes generally available to the public
other than as a result of disclosure by Sellers, or (ii) is general
knowledge in the portable toilet, septic services, solid waste
collection, hauling and disposal business and not specifically related
to the Business.

(c) PROPERTY OF THE BUSINESS. All memoranda, notes,
lists, records and other documents or papers (and all copies thereof)
relating to the Business, including such items stored in computer
memories, on microfiche or by any other means, made or compiled by or on
behalf of Sellers or made available to Sellers relating to the Business
(other than those relating to the Excluded Assets and the Excluded
Liabilities), but excluding any materials maintained by any attorneys
for Sellers prior to the Closing, are and shall be the property of WCI
or CTR and have been delivered or will be delivered or made available to
WCI or CTR at the Closing.

(d) NON-SOLICITATION. Without the consent of WCI, which
may be granted or withheld by WCI in its discretion, Sellers and their
Affiliates shall not solicit any employees of WCI, CTR or their
Affiliates to leave the employ of WCI, CTR or their Affiliates and join
Sellers or Sellers' Affiliate in any business endeavor owned or pursued
by any of them.

(e) NO DISPARAGEMENT. During the Restricted Period,
Sellers shall not, in any way to any customer or employee of the
Business or Buyer, denigrate or derogate Buyer or any of its
subsidiaries, or any officer, director or employee, or any product or
service or procedure of any such company whether or not such denigrating
or derogatory statements shall be true and are based on acts or
omissions which are learned by Sellers from and after the date hereof or
on acts or omissions which occur from and after the date hereof, or
otherwise. A statement shall be deemed denigrating or derogatory to any
person if it adversely affects the regard or esteem in which such person
or entity is held by such person. Without limiting the generality of the
foregoing, Sellers shall not, directly or indirectly in any way in
respect of any such company or any such directors or officers,
communicate with, or take any action which is adverse to the position of
any such company with any customer or employee of the Business or Buyer.
This paragraph does not apply to the extent that testimony is required
by legal process, provided that WCI has received not less than five (5)
days' prior written notice of such proposed testimony, or such lesser
actual notice as Sellers shall have.

21
<PAGE> 26

8.2. RIGHTS AND REMEDIES UPON BREACH. If Sellers, or any
Affiliate breach, or threaten to commit a breach of, any of the provisions of
Section 8.1(a), (b) or (d) herein (the "RESTRICTIVE COVENANTS"), WCI and CTR
shall have the following rights and remedies, each of which rights and remedies
shall be independent of the others and severally enforceable, and each of which
is in addition to, and not in lieu of, any other rights and remedies available
to Buyer at law or in equity:

(a) SPECIFIC PERFORMANCE. The right and remedy to have
the Restrictive Covenants specifically enforced by any court of
competent jurisdiction, it being agreed that any breach or threatened
breach of the Restrictive Covenants would cause irreparable injury to
Buyer and that money damages would not provide an adequate remedy to
Buyer. Accordingly, in addition to any other rights or remedies, Buyer
shall be entitled to injunctive relief to enforce the terms of the
Restrictive Covenants and to restrain Sellers from any violation
thereof.

(b) ACCOUNTING. The right and remedy to require Sellers
to account for and pay over to Buyer all compensation, profits, monies,
accruals, increments or other benefits derived or received by Sellers as
the result of any transactions constituting a breach of the Restrictive
Covenants.

(c) SEVERABILITY OF COVENANTS. Sellers acknowledge and
agree that the Restrictive Covenants are reasonable and valid in
geographical and temporal scope and in all other respects. If any court
determines that any of the Restrictive Covenants, or any part thereof,
is invalid or unenforceable, the remainder of the Restrictive Covenants
shall not thereby be affected and shall be given full effect, without
regard to the invalid portions.

(e) ENFORCEABILITY IN JURISDICTION. Buyer and Sellers
intend to and hereby confer jurisdiction to enforce the Restrictive
Covenants upon the courts of any jurisdiction within the geographic
scope of the Restrictive Covenants. If the courts of any one or more of
such jurisdictions hold the Restrictive Covenants unenforceable by
reason of the breadth of such scope or otherwise, it is the intention of
Buyer and Sellers that such determination not bar or in any way affect
Buyer's right to the relief provided above in the courts of any other
jurisdiction within the geographic scope of the Restrictive Covenants as
to breaches of such covenants in such other respective jurisdictions,
such covenants as they relate to each jurisdiction being, for this
purpose, severable into diverse and independent covenants.

9. GENERAL

22
<PAGE> 27

9.1. ADDITIONAL CONVEYANCES. Following the Closing, Sellers and
Buyer shall each deliver or cause to be delivered at such times and places as
shall be reasonably agreed upon such additional instruments as Buyer or Sellers
may reasonably request for the purpose of carrying out this Agreement. Sellers
will cooperate with Buyer on and after the Closing Date in furnishing
information, evidence, testimony and other assistance in connection with any
actions, proceedings or disputes of any nature with respect to matters
pertaining to all periods prior to the Closing Date. Sellers will cooperate with
WCI and its auditors, and will make available to WCI and its auditors to the
extent not included in the Assets, all records of Sellers relating to the
Business to the extent necessary to enable the information included in such
records to be audited and included in WCI's consolidated financial statements or
stated separately in accordance with SEC rules.

9.2. ASSIGNMENT. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, the successors or assigns of WCI,
CTR and Sellers and the heirs, legal representatives or assigns of Sellers;
provided, however, that any such assignment shall be subject to the terms of
this Agreement and shall not relieve the assignor of its or his responsibilities
under this Agreement. Buyer may assign some or all of its rights hereunder to
another affiliate of WCI.

9.3. PUBLIC ANNOUNCEMENTS. Except as required by law, Sellers
shall not make any public announcement or filing with respect to the
transactions provided for herein without the prior written consent of WCI.

9.4. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

9.5. NOTICES. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given if in writing
and either delivered personally, sent by facsimile transmission or by air
courier service, or mailed by postage prepaid registered or certified U.S. mail,
return receipt requested, to the addresses designated below or such other
addresses as may be designated in writing by notice given hereunder, and shall
be effective upon personal delivery or facsimile transmission thereof or upon
delivery by registered or certified U.S. mail or one business day following
deposit with an air courier service:

If to Sellers: Loren Parker
P. O. Box 1330
Florence, Oregon 97439

With a copy to: D. Ronald Gerber, Esq.
D. Ronald Gerber, P.C.
1932 Pine Street
P. O. Box O
Florence, Oregon 97439

If to Buyer: Waste Connections, Inc.

23
<PAGE> 28

2260 Douglas Boulevard, Suite 280
Roseville, California 95661
Attention: Ronald J. Mittelstaedt

With a copy to: Robert D. Evans, Esq.
Shartsis, Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, California 94111

9.6. ATTORNEYS' FEES. In the event of any dispute or controversy
between WCI or CTR on the one hand and Sellers on the other hand relating to the
interpretation of this Agreement or to the transactions contemplated hereby, the
prevailing party (before litigation, during litigation, at trial and on appeal)
shall be entitled to recover from the other party reasonable attorneys' fees and
expenses incurred by the prevailing party. Such award shall include
post-judgment attorney's fees and costs.

9.7. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Oregon without regard to
its conflict of laws provisions. Any litigation relating to this Agreement or
related documents will be filed in Lane County, Oregon.

9.8. PAYMENT OF FEES AND EXPENSES. Whether or not the
transactions herein contemplated shall be consummated, each party hereto will
pay its own fees, expenses and disbursements incurred in connection herewith and
all other costs and expenses incurred in the performance and compliance with all
conditions to be performed hereunder.

9.9. INCORPORATION BY REFERENCE. All Schedules and Exhibits
attached hereto are incorporated herein by reference as though fully set forth
at each point referred to in this Agreement.

9.10. CAPTIONS. The captions in this Agreement are for
convenience only and shall not be considered a part hereof or affect the
construction or interpretation of any provisions of this Agreement.

9.11. NUMBER AND GENDER OF WORDS. Whenever the singular number is
used herein, the same shall include the plural where appropriate, and shall
apply to all of such number, and to each of them, jointly and severally, and
words of any gender shall include each other gender where appropriate.

9.12. ENTIRE AGREEMENT. This Agreement (including the Schedules
and Exhibits hereto) and the other documents delivered pursuant hereto
constitute the entire Agreement and understanding between Sellers and Buyer and
supersedes any prior agreement and understanding relating to the subject matter
of this Agreement. This Agreement may be modified or amended only by a written
instrument executed by Sellers and Buyer acting through their officers,
thereunto duly authorized.

24
<PAGE> 29

9.13. WAIVER. No waiver by any party hereto at any time of any
breach of, or compliance with, any condition or provision of this Agreement to
be performed by any other party hereto may be deemed a waiver of similar or
dissimilar provisions or conditions at the same time or at any prior or
subsequent time.

9.14. CONSTRUCTION. The language in all parts of this Agreement
must be in all cases construed simply according to its fair meaning and not
strictly for or against any party. Unless expressly set forth otherwise, all
references herein to a "DAY" are deemed to be a reference to a calendar day. All
references to "BUSINESS DAY" mean any day of the year other than a Saturday,
Sunday or a public or bank holiday in California or Oregon. Unless expressly
stated otherwise, cross-references herein refer to provisions within this
Agreement and are not references to the overall transaction or to any other
document.

10. GLOSSARY. The definitions of the terms used below can be found at
the Section indicated:

<TABLE>
<CAPTION>
Term Section
---- -------
<S> <C>
Affiliate 3.9.
Assets 1.1.
Assumed Contracts 1.1.(b); 3.12(a)
Average Closing Price 1.4(b)
Balance Sheet Date 3.5.
Business Recitals
Buyer Parties
business day 9.14
Claim 7.3.(a)
Claims Notice 7.3.(a)
Closing 2.
Closing Date 2.
Closing Date Debt 3.19.
Confidential Information 8.1.(b)
CTR Parties
day 9.14.
Environmental Laws 3.20.
Environmental Site 7.1.(b)
Environmental Site Losses 7.1.
ERISA 3.14.(b)
Excluded Assets 1.1.
Excluded Liabilities 1.3.
Facility 3.8.(c)
Facilities 3.8.(c)
Facility Property 3.8.(c)(iii)
Financial Statements 3.5.
Governmental Permits 1.1.(c); 3.8(a)
</TABLE>

25
<PAGE> 30

<TABLE>
<S> <C>
Hazardous Material 3.20.(e)
Hazardous Waste 3.20.(e)
Indemnifying Party 7.3.(a)
Indemnitees 7.1.
Indemnity Events 7.1.
knowledge 3.28.
Laws 3.20.
Note 1.4.(b)
Purchase Price 1.4.
RCRA 3.20.(a)
Records, Notifications and Reports 3.8.(b)
Release 7.1.(b)
Representations and Warranties 7.4.
Required Governmental Consents 3.8.(a)
Restrictive Covenants 8.2.
Restricted Period 8.1.(a)
Sellers Parties
UST 7.1.(b)
WCI Parties
</TABLE>

26
<PAGE> 31

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by persons thereunto duly authorized as of the date first above
written.

SELLERS:

___________________________________
Loren Parker

___________________________________
Roberta Parker

WCI:Waste Connections, Inc.

By:________________________________
Ronald J. Mittelstaedt
President

CTR:Curry Transfer & Recycling, Inc.

By:________________________________
Ronald J. Mittelstaedt
President

<PAGE> 1
EXHIBIT 21.1

SUBSIDIARIES OF WASTE CONNECTIONS, INC.

Waste Connections of Idaho, Inc., a Delaware corporation

Waste Connections of Washington, Inc., a Washington corporation

Waste Connections of Wyoming, Inc., a Delaware corporation

Madera Disposal Systems, Inc., a California corporation

Sunshine Sanitation, Incorporated, a South Dakota corporation

Sowers' Sanitation, Inc., a South Dakota corporation

Waste Connections of Utah, Inc., a Delaware corporation

B&B Sanitation, Inc., an Oklahoma corporation

Red Carpet Landfill, Inc., an Oklahoma corporation

Darlin Equipment, Inc., an Oklahoma corporation

Arrow Sanitary Service, Inc., an Oregon corporation doing business as "Oregon
Paper Fiber"

Curry Transfer and Recycling, Inc., an Oregon corporation

Waste Connections International, Inc., a Washington corporation (wholly owned
by Waste Connections of Washington, Inc.)

Oregon Waste Technology, Inc., an Oregon corporation (wholly owned by Curry
Transfer and Recycling, Inc.)

T&T Disposal, Inc., a Wyoming corporation

Waste Connections of Nebraska, Inc., a Delaware corporation

Shrader Refuse and Recycling Service Company, a Nebraska corporation

Big Red Roll Off, Inc., a Nebraska corporation

J&J Sanitation, Inc., a Nebraska corporation

Evergreen Waste Systems, Inc., an Oregon corporation

<PAGE> 1
EXHIBIT 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated March 6, 1998, in the Registration Statement (Form S-4)
and related Prospectus of Waste Connections, Inc. for the registration of
3,000,000 shares of its common stock.

Our audits also included the financial statement schedule of Waste Connections,
Inc. and Predecessors listed in Item 21(b). This schedule is the responsibility
of the Company's management. Our responsibility is to express an opinion based
on our audits. In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.

We also consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 20, 1998, with respect to the financial
statements of Madera Disposal Systems, Inc. included in the Registration
Statement (Form S-4) and related Prospectus of Waste Connections, Inc. for the
registration of 3,000,000 shares of its common stock.

We also consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 20, 1998, with respect to the financial
statements of Arrow Sanitary Service, Inc. included in the Registration
Statement (Form S-4) and related Prospectus of Waste Connections, Inc. for the
registration of 3,000,000 shares of its common stock.

ERNST & YOUNG LLP

Sacramento, California
October 12, 1998

<PAGE> 1
EXHIBIT 23.3

CONSENT OF GRANT THORNTON LLP, INDEPENDENT AUDITORS

We have issued our report dated August 24, 1998 accompanying the financial
statements of Shrader Refuse and Recycling Service Company contained in the
Registration Statement (Form S-4) and related Prospectus of Waste Connections,
Inc. for the registration of 3,000,000 shares of its common stock. We consent to
the use of the aforementioned report in the Registration Statement and
Prospectus and to the use of our name as it appears under the caption "Experts."

/s/ Grant Thornton LLP
- --------------------------

Lincoln, Nebraska
October 13, 1998

<PAGE> 1

EXHIBIT 23.4

CONSENT OF WILLIAMS, KASTNER & GIBBS PLLC

We consent to the reference to our firm under the caption "Legal Matters" in the
Registration Statement (Form S-4) and related Prospectus of Waste Connections,
Inc. filed in October 1998 for the registration of up to 3,000,000 shares of its
Common Stock.

WILLIAMS, KASTNER & GIBBS PLLC

/s/ Williams, Kastner & Gibbs PLLC

Seattle, Washington
October 12, 1998