SECURITIES AND EXCHANGE COMMISSION
				       Washington, D.C.  20549

					      FORM 8-K


				          CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) March 31, 1999

WASTE CONNECTIONS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

0-19674
(Commission File Number)

94-3283464
(IRS Employer Identification No.)

2260 Douglas Boulevard, Suite 280, Roseville, California  95661
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (916) 772-2221

Not Applicable
(Former name or former address, if changed since last report.)

 			INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.	Acquisition or Disposition of Assets

	On March 31, 1999, Waste Connections, Inc., a Delaware 
corporation ("WCI"), acquired all of the outstanding capital 
stock of each of Management Environmental National, Inc., a 
Washington corporation ("MENI"), and RH Financial Corporation, a 
Washington corporation ("RHFC").  

	MENI and RHFC are the sole partners of two limited 
partnerships, one of which provides solid waste handling and 
transportation services in the City of Vancouver and in Clark 
County, Washington, and the other of which owns and operates the 
Finley-Buttes Regional Landfill in Morrow County, Oregon.  WCI 
intends to continue these solid waste handling, transportation 
and disposal businesses in southern Washington and northern 
Oregon.

	The purchase price consisted of approximately $67.1 million 
in cash.  The purchase price was determined based on the 
consideration paid by WCI for similar acquisitions in the western 
United States. 

 Item 7.	Financial Statements, Pro Forma Financial Information 
and Exhibits.

	(a) Financial Statements of Businesses Acquired. The 
financial statements of MENI and RHFC are not included in this 
Form 8-K, but will be filed by amendment to this Form 8-K no later 
than 60 days after April 15, 1999.

	(b)  Pro Forma Financial Information.  Pro forma financial 
information relating to MENI and RHFC is not included in this Form 
8-K, but will be filed by amendment to this Form 8-K no later than 
60 days after April 15, 1999. 

	(c) Exhibits.  

10.1				Amended and Restated Stock Purchase Agreement
				dated as of March 31, 1999, by and among
				Waste Connections, Inc.,  Management 		
				Environmental National, Inc.,  RH Financial 	
				Corporation and The Shareholder listed on 	
				Schedule A thereto

99.1				WCI's Press Release dated February 16, 1999

99.2				WCI's Press Release dated April 5, 1999


					SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act 
of 1934, Registrant has duly caused this report to be signed on 
its behalf by the undersigned hereunto duly authorized.

						WASTE CONNECTIONS, INC.
						(Registrant)

Date:  April 12, 1999		By	/s/ Ronald J. Mittelstaedt
						Ronald J. Mittelstaedt
						President and
						Chief Executive Officer


					EXHIBIT INDEX

10.1				Amended and Restated Stock Purchase Agreement
				dated as of March 31, 1999, by and among 	
				Waste Connections, Inc., Management
				Environmental National, Inc., RH Financial 	
				Corporation and The 	Shareholder listed on 	
				Schedule A thereto

99.1				WCI's Press Release dated February 16, 1999

99.2				WCI's Press Release dated April 5, 1999
						

EXHIBIT 10.1

AMENDED  AND RESTATED
STOCK PURCHASE AGREEMENT
Dated as of March 31, 1999, by and among
Waste Connections, Inc.,

Management Environmental National, Inc.,
RH Financial Corporation
and
The Shareholder listed on
Schedule A hereto


AMENDED AND RESTATED
STOCK PURCHASE AGREEMENT
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, dated as of 
March 31, 1999, is entered into by and among Waste Connections, 
Inc., a Delaware corporation ("WCI"), Management 
Environmental National, Inc., a Washington corporation ("MENI"), RH Financial 
Corporation, a Washington 
corporation ("RHFC" and collectively with MENI, 
the "Corporations" and individually 
without designation a "Corporation"), and 
the Shareholder listed on Schedule A hereto (the "Shareholder").
WHEREAS, MENI is the sole general partner and RHFC is the 
sole limited partner of Columbia Resource Co., L.P., a Washington 
limited partnership ("CRC") and Finley-Buttes 
Limited Partnership, an Oregon limited partnership ("FBLP");
WHEREAS, FBLP owns and operates the Finley-Buttes Regional 
Landfill (the "Landfill") located in Morrow 
County, Oregon and engages in other related activities;
WHEREAS, CRC is engaged in the handling and transportation 
of solid waste and other related activities in the City of 
Vancouver and Clark County, Washington;
WHEREAS, FBLP owns all of the real estate used in connection 
with the business and operation of the Landfill and CRC owns all 
of the real estate used in connection with the business and 
operation of the two transfer stations located in Vancouver, 
Washington, and descriptions of such real estate are set forth on 
Schedule 3.12(b);
WHEREAS, the Shareholder owns all of the issued and 
outstanding capital stock of each of the Corporations (the 
"Corporations' Stock"); and
WHEREAS, WCI wishes to acquire from the Shareholder all of 
the Corporations' Stock.
WHEREAS, WCI, MENI, RHFC and the Shareholder entered into a 
Stock Purchase Agreement dated as of February 12, 1999 ("Signing 
Date"), and Amendment No. 1 thereto dated 
as of March 31, 1999 (as amended, the "Stock Purchase Agreement "), and they 
wish hereby to amend 
and restate the Stock Purchase Agreement as herein provided.
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 that the Stock Purchase Agreement is 
hereby amended and restated as herein provided and further agree 
as follows:
1. PURCHASE OF CORPORATIONS' STOCK
1.1 Shares to be Purchased.  At the Closing (as 
defined in Section 2), the Shareholder shall sell and deliver to 
WCI all of the issued and outstanding shares of the Corporations' 
Stock, being the number of shares of the Corporations set forth 
on Schedule 3.2 opposite the Shareholder's name.  At the Closing, 
WCI shall purchase the Corporations' Stock and in exchange 
therefor shall deliver to the Shareholder at the Closing or 
thereafter as provided by this Agreement the purchase price 
described in Section 1.2 (the "Purchase Price").
1.2 Purchase Price.  The Purchase Price is 
Eighty-one Million Two Hundred Fifty Thousand dollars 
($81,250,000) cash, (i) minus the Closing Date Debt (as defined 
in Section 3.22(a)), (ii) minus the outstanding balance of CRC's 
debt under that certain Loan Agreement dated December 1, 1991, 
between Industrial Revenue Bond Public Corporation of Clark 
County, Washington and CRC (the "Bond Debt"), 
(iii) plus or minus, as the case may be, the amount by which the 
Balance Sheet Date Current Assets (as defined in Section 3.22(b)) 
are greater or less than the Balance Sheet Date Current 
Liabilities (as defined in Section 3.22(b)), (iv) plus or minus, 
as the case may be, the amount of the Net Profit or Net Loss (as 
hereinafter defined) of the Corporations for the period from the 
Effective Date through the Closing Date, as reflected on Schedule 
1.2, (v) plus the present value of CRC's pollution liability 
self-insurance fund maintained under agreement with Clark County, 
as determined by Perkins & Company, P.C. and reflected on 
Schedule 1.2, and (vi) minus all bonuses accrued to employees of 
CRC, FBLP or the Corporations prior to the Effective Date and 
payable after the Effective Date, as set forth on Schedule 1.2.  
As used herein, the term "Net Profit" or 
"Net Loss" shall mean the net profit or net 
loss of the Corporations calculated in substantially the same 
manner that net profit and net loss were calculated for the 
Corporations for the periods prior to the Effective Date, and 
which net profits or losses shall be incurred in compliance with 
Section 5 herein.  The adjustment to the Purchase Price payable 
on the Closing Date based on the Closing Date Debt, the Balance 
Sheet Date Current Assets and the Balance Sheet Date Current 
Liabilities shall be based on estimates of such amounts, but no 
adjustment will be made on the Closing Date to reflect Net Profit 
or Net Loss.  Within 90 days after the Closing, WCI and the 
Shareholders shall determine the actual Closing Date Debt, 
Effective Date Current Assets, Effective Date Current 
Liabilities, Net Profit or Net Loss.  If the difference between 
the actual amounts of such items and the estimated amounts 
provided at the Closing, when combined with the Net Profit or the 
Net Loss, as the case may be, results in an increase in the 
amount that should have been paid at the Closing over the amount 
that was so paid, WCI shall promptly pay such amount to the 
Shareholder; if the result is a decrease in the amount that 
should have been paid at the Closing from the amount that was so 
paid, the Shareholder shall promptly pay such amount to WCI.
1.3 Allocation of the Purchase Price.  Two 
hundred thousand dollars ($200,000) of the Purchase Price shall 
be allocated to the covenant not to compete as described in 
Section 11.1(a) hereof, and the balance of the Purchase Price 
shall be allocated to the Corporations' Stock.
1.4 Excluded Assets.  The Assets of the 
Corporations listed on Schedule 1.4 (the "Excluded Assets") shall be 
distributed to the Shareholder 
prior to the Closing, and WCI shall acquire no interest in or 
claim to any of the Excluded Assets provided that, if the 
Corporations are legally unable to distribute the real estate 
described on Schedule 1.4 prior to the Closing Date, the 
Corporations will, at the election of the Shareholder, either 
agree to distribute such real estate to the Shareholder after the 
Closing Date at such time as they are legally able to do so or 
retain ownership of such real estate and agree to such recordable 
restrictions on the use of such real estate as the Shareholder 
shall request.
2. CLOSING TIME AND PLACE
2.1 Subject to the terms and conditions of this 
Agreement, the closing of the transactions contemplated herein 
(the "Closing") shall take place as promptly as 
practicable (but in any event within five business days) 
following the date on which the last of the conditions set forth 
in Sections 6 and 7 is fulfilled or waived, or on such other date 
as WCI and the Shareholder 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 Corporations and the Shareholder shall deliver to each 
other the documents, instruments and other items described in 
Section 8 of this Agreement.  The Purchase Price shall be paid to 
the Shareholder at Closing in cash by wire transfer.  At the 
election of WCI and the Shareholder, the Closing of this 
transaction may take place through an exchange of consideration 
and documents using overnight courier service or facsimile.  For 
financial reporting purposes, the Closing shall be deemed 
effective as of March 1, 1999 (the "Effective Date").
2.2 Termination.  
(a) If the Closing Date has not occurred by March 
 31, 1999, either WCI or the Corporations and the Shareholder may 
terminate this Agreement by notice to the other parties on that 
date or thereafter (the "Termination Date"), unless the Corporations have not 
then obtained all of the 
consents required by Section 6.7, in which event this Agreement 
shall terminate 10 days after written notice from WCI to the 
Shareholder or 10 days after the later of (i) if any such consent 
is denied, the latest time for filing any appeal or further 
appeal of such denial has lapsed; and (ii) if any such consent is 
denied and such denial is appealed, the day the last appeal of 
such denial has been dismissed, refused or decided adversely to 
the Corporation seeking the appeal.
(b) The Corporations and the Shareholder shall 
have the right to terminate this Agreement:
(i) Upon a breach of a representation or 
warranty of WCI contained in this Agreement which has not been 
cured in all material respects and which has had or is likely to 
have a material adverse effect on the business or financial 
condition of WCI and is incapable of being satisfied by the 
Termination Date;
(ii) If one or more of the transactions 
contemplated by this Agreement are enjoined by a final, 
unappealable court order not entered at the request or with the 
support of either Corporation and if the Corporation against 
which such order is entered shall have used reasonable efforts to 
prevent the entry of such order; or
(iii) If WCI (A) fails to perform in any 
material respect any of its covenants in this Agreement and (B) 
does not cure such default in all material respects within 30 
days after written notice of such default specifying such default 
in reasonable detail is given to WCI by the Corporations or the 
Shareholder.
(c) WCI shall have the right to terminate this 
Agreement:
(i) Upon a breach of a representation or 
warranty of the Corporations or the Shareholder contained in this 
Agreement which has not been cured in all material respects and 
which has had or is likely to have a material adverse effect on 
the business or financial condition of either of the Corporations 
and is incapable of being satisfied by the Termination Date;
(ii) If the transactions contemplated by this 
Agreement are enjoined by a final, unappealable court order not 
entered at the request or with the support of WCI and if WCI 
shall have used reasonable efforts to prevent the entry of such 
order; or
(iii) If either of the Corporations or the 
Shareholder (A) fails to perform in any material respect any of 
its or his covenants in this Agreement and (B) does not cure such 
default in all material respects within 30 days after written 
notice of such default specifying such default in reasonable 
detail is given to such person by WCI.
(d)	WCI, the Corporations and the Shareholder shall 
have the right to terminate the Agreement by mutual consent.
2.3 Notice and Effect of Termination.  On 
termination of this Agreement, the transactions contemplated 
herein shall forthwith be abandoned and all continuing 
obligations of the parties under or in connection with this 
Agreement shall be terminated and of no further force or effect; 
provided, however, that nothing herein shall relieve any party 
from liability for any misrepresentation, breach of warranty or 
breach of covenant contained in this Agreement prior to such 
termination.  Notwithstanding the foregoing, Sections 2.4, 3.33, 
4.6, 9.5 and 12.8 and the confidentiality obligations set forth 
in Sections 5.4 and 9.4 shall survive the termination of this 
Agreement for any reason.  If this Agreement has terminated due 
to the breach of any party, such party shall remain liable for 
any damages arising from such breach.
2.4 Exclusive Negotiations.  Following execution 
of this Agreement until the Closing Date or termination of this 
Agreement pursuant to Section 2.2, the Corporations and the 
Shareholder shall not, and the Shareholder shall not permit the 
Corporations' officers, directors, employees or agents to, and 
the Corporations will not permit CRC or FBLP's partners, 
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, business or stock of the Corporations, or to 
effect the merger of the Corporations with any party other than 
WCI or one of its Affiliates.  The Shareholder hereby confirms 
that no person or entity presently has or may acquire any rights 
to purchase or otherwise acquire the assets or the stock of the 
Corporations.
3. REPRESENTATIONS AND WARRANTIES OF THE CORPORATIONS AND 
THE SHAREHOLDER
The Corporations and the Shareholder, jointly and severally, 
represent and warrant that each of the following representations 
and warranties is true as of the Signing Date and will be true as 
of the Closing Date.
3.1 Organization, Standing and Qualification.  
Each of the Corporations, CRC and FBLP is duly organized, validly 
existing and in good standing under the laws of the State of 
Oregon or Washington, as the case may be.  Each of the 
Corporations, CRC and FBLP has full corporate or other power and 
authority to own and lease its properties and to carry on its 
business as now conducted.  Except as set forth on Schedule 3.1, 
none of the Corporations, CRC or FBLP is 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 Signing Date, the authorized and outstanding capital of 
the Corporations, 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, and wire transfer instructions for the 
Shareholder relating to the bank account to which the Purchase 
Price should be sent.  All of the issued and outstanding shares 
of the capital stock of the Corporations are owned of record and 
beneficially by the Shareholder, as set forth in Schedule 3.2, 
and are and as of the Closing Date 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 Corporations 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 Corporations.  MENI is the sole general 
partner and RHFC is the sole limited partner of CRC and FBLP.  No 
option, warrant, call, conversion right or commitment of any kind 
(including any of the foregoing created in connection with any 
indebtedness of the Corporations, CRC or FBLP) exists which 
obligates the Corporations to issue any of its authorized but 
unissued capital stock or other equity interest, which obligates 
the Shareholder to transfer any Corporations' Stock to any 
person, which obligates either CRC or FBLP to issue any 
partnership interest to any person, or which obligates MENI or 
RHFC to transfer any partnership in CRC or FBLP to any person 
3.3 All Stock Being Acquired.  The Corporations' 
Stock being acquired by WCI hereunder constitutes all of the 
outstanding capital stock of the Corporations.
3.4 Authority for Agreement.  The Corporations 
and the Shareholder have full right, power and authority to enter 
into this Agreement and to perform their or his obligations 
hereunder.  The execution and delivery of this Agreement by the 
Corporations and the consummation of the transactions 
contemplated hereby by the Corporations have been duly authorized 
by each of the Corporations' Board of Directors.  This Agreement 
has been duly and validly executed and delivered by the 
Corporations and the Shareholder and, subject to the due 
authorization, execution and delivery by WCI, constitutes the 
legal, valid and binding obligation of the Corporations and the 
Shareholder enforceable against the Corporations and the 
Shareholder in accordance with its terms.
3.5 No Breach or Default.  Except as disclosed 
on Schedule 3.5, the execution and delivery by the Corporations 
and the Shareholder of this Agreement, and the consummation by 
the Shareholder 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 any of 
the Corporations, CRC, FBLP or the Shareholder is a party, or by 
which the Corporations, CRC, FBLP or the Shareholder, or any of 
their 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
(c) violate the Articles of Incorporation or 
Bylaws of either of the Corporations or the agreement of limited 
partnership of either CRC or FBLP.
3.6 Subsidiaries.  Schedule 3.6 lists as of the 
Signing Date any and all subsidiaries of the Corporations and any 
securities of any other corporation or any securities or other 
interest in any other business entity (other than CRC or FBLP) 
owned by the Corporations or any of the Corporations' 
subsidiaries.
3.7 Financial Statements.  The Corporations have 
delivered to WCI, as Schedule 3.7, copies of financial statements 
("Financial Statements") for each 
of the Corporations', CRC's and FBLP's three most recent fiscal 
years ending December 31, 1998 (the "Balance Sheet Date").  Such Financial 
Statements for CRC and 
FBLP are presented on both an individual and combined basis.  
Such Financial Statements for the Corporations have been 
internally prepared.  Such Financial Statements of CRC and FBLP 
for the fiscal years ending December 31, 1996 and 1997 have been 
audited by Perkins & Company, P.C..  The Financial Statements for 
the three most recent fiscal years present fairly, in all 
material respects, the financial positions of the respective 
Corporations and CRC and FBLP as of the end of such fiscal years 
and the results of their operations and their cash flows for the 
years then ended, and in the case of CRC and FBLP, conform with 
generally accepted accounting principles except, in the case of 
the unaudited Financial Statements for the fiscal year ending 
December 31, 1998, for the lack of explanatory footnote 
disclosures.  Such footnote disclosures, if included with the 
unaudited Financial Statements, would be substantially similar in 
description and content to the footnote disclosure in the audited 
Financial Statements for the year ended December 31, 1997.  
Except to the extent reflected or reserved against in any of the 
Corporations', CRC's or FBLP's balance sheets as of the Balance 
Sheet Date, or as disclosed on Schedule 3.7 or Schedule 3.8, none 
of the Corporations, CRC or FBLP had as of the Balance Sheet 
Date, nor will any of the Corporations, CRC or FBLP 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, other than liabilities 
incurred in the ordinary course of business since the Balance 
Sheet Date.
3.8 Liabilities.  Parts I, II, III and IV of 
Schedule 3.8 are accurate lists and descriptions of all 
liabilities of the Corporations, CRC and FBLP required to be 
described below in the format set forth below.
(a) Part I of Schedule 3.8 lists, as of the 
Signing 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 
Signing Date, all claims, suits and proceedings which are pending 
against any of the Corporations, CRC or FBLP and, to the 
knowledge of the Corporations and the Shareholder, all contingent 
liabilities and all claims, suits and proceedings threatened or 
anticipated against any of the Corporations, CRC or FBLP.  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 Corporations' or the Shareholder's 
possession or control.
(c) Part III of Schedule 3.8 lists, as of the 
Signing 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 any of the Corporations, CRC or 
FBLP (including any Facility 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 
Signing 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 any of the Corporations, CRC or FBLP 
is a party as lessor or lessee or, to the knowledge of the 
Corporations or the Shareholder, affecting or relating to any 
Facility 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, the Corporations, CRC, FBLP and the Shareholder 
have not 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, 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 Accurate and Complete Records.  The 
corporate minute books, stock ledgers, books, ledgers, financial 
records and other records of the Corporations, CRC and FBLP:
(a) have been made available to WCI and its 
agents at the Corporations' offices or at the offices of the 
Corporations' 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 each 
of the Corporation's Board of Directors and/or shareholder of the 
Corporations, whether on behalf of the Corporations, CRC or FBLP, 
or any other appropriate person or entity, and do not contain or 
reflect any material discrepancies.
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 CRC or FBLP 
are 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 each of the Corporations, CRC and FBLP (collectively 
the "Governmental Permits") owned 
by, issued to, held by or otherwise benefiting the Corporations, 
CRC, FBLP or the Shareholder as of the Closing Date.  The status 
of the Governmental Permits related to the disposal areas owned 
or used by CRC or FBLP, 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 Shareholder, CRC, FBLP 
and the Corporations 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.  Except for any filings by the Corporations 
required by the Hart-Scott-Rodino Antitrust Improvements Act of 
1976 (the "HSR Act"), no declaration, filing or 
registration with, or notice to, or authorization, consent or 
approval or permit of, any governmental or regulatory body or 
authority is, to the knowledge of the Corporations and the 
Shareholder, necessary for the execution and delivery of this 
Agreement by the Corporations or the consummation by the 
Corporations of the transactions contemplated hereby.  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, to the knowledge of the Corporations and 
the Shareholder, adequate for the operation of the business of 
each of the Corporations, CRC and FBLP and of each Facility 
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 Corporations or the 
Shareholder, threatened which may result in the revocation, 
cancellation, suspension or adverse modification of any of the 
same.  Neither the Corporations nor the Shareholder 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) The Corporation, CRC and FBLP have made 
available to WCI and its agents and representatives (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, to the knowledge of the Corporations and 
the 
Shareholder, (A) are material to the operation of the business of 
each of the Corporations, CRC and FBLP, 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 24 
months by the Corporations, CRC, FBLP or the Shareholder or their 
or his agents with respect to the business of the Corporations, 
CRC and FBLP, and (ii) all material notifications from such 
governmental agencies to the Corporations, CRC, FBLP, the 
Shareholder 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 Corporations, CRC and 
FBLP, 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 Corporations, 
CRC, FBLP or owned by the Shareholder or an Affiliate (as 
hereinafter defined) of the Shareholder and leased to the 
Corporations, CRC or FBLP is, to the knowledge of the 
Corporations and the Shareholder, 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 Corporations and the Shareholder, no 
Facility that is leased by the Corporations, CRC or FBLP 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) To the knowledge of the Corporations and 
the Shareholder, there are no circumstances, conditions or 
reasons that 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 Corporations, 
CRC, FBLP or the Shareholder or an Affiliate of the Shareholder 
and leased to the Corporations, CRC or FBLP, and to the knowledge 
of the Corporations and the Shareholder 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 Corporations, CRC or FBLP from a third party who is not an 
Affiliate (as hereinafter defined) of the Shareholder.
3.11 Certain Receivables.  Schedule 3.11 is an 
accurate list as of the Signing Date of the accounts and notes 
receivable of the Corporations, CRC and FBLP from and advances to 
employees, former employees, officers, directors, the Shareholder 
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, in the case of WCI, the Corporations, 
CRC and FBLP includes directors, officers and partners, 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.
3.12 Fixed Assets and Real Property.
(a) Schedule 3.12(a) lists substantially all the 
fixed assets (other than real estate) of the Corporations, CRC 
and FBLP, 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 
containers, vehicles, machinery and equipment necessary for the 
operation of the businesses of the Corporation, CRC and FBLP are 
in operable condition, and all of the motor vehicles and other 
rolling stock of the Corporations, CRC and FBLP 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 Corporations nor, to the knowledge 
of the Corporations or the Shareholder, any other party to such 
leases is in breach of any of the material provisions thereof.
(b) Each parcel of real property leased, owned, 
being purchased, operated, or otherwise used by the Corporations, 
CRC or FBLP as of the Closing Date (the "Facility Property"), including the 
street address and, in 
the case of Facility 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 
Facility Property, as well as a current commitment for title 
insurance issued by a title insurance company satisfactory to WCI 
with respect to each Facility Property owned or being purchased 
by the Corporations, CRC or FBLP, 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; none of the Corporations, CRC 
or FBLP nor any other party to any such lease is in breach of any 
of the material provisions thereof; to the knowledge of the 
Corporations and the Shareholder, 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 
Corporations, CRC or FBLP have not assigned any such lease or 
sublet all or any part of the Facility 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 Facility Property and each 
such Facility is in good condition and repair.
(c) The Corporations, CRC and FBLP have 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 
Corporations, CRC or FBLP, 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"), 
provided that insofar as this representation and warranty relates 
to title to any Facility Property owned by a Corporation, CRC or 
FBLP for which title insurance is obtained as contemplated by 
Section 6.9, such representation and warranty shall be limited to 
the knowledge of the Corporation and the Shareholder.  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 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 Facility 
Property owned or being purchased, 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 Related Party Transactions.  Neither the 
Shareholder nor the Shareholder's 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, any of the Corporations, CRC or FBLP not 
disclosed on the Financial Statements.  Except as disclosed in 
the Financial Statements, neither the Shareholder nor the 
Shareholder's 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 Corporations, CRC or FBLP.
3.14 Contracts and Agreements; Adverse Restrictions  TC 
 .
(a) Schedule 3.14(a) lists, as of the Signing 
Date, and includes copies of, all material contracts and 
agreements (other than leases and documents included with 
Schedule 3.12(b)) to which any of the Corporations, CRC or FBLP 
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), none of the 
Corporations, CRC or FBLP nor, to the Corporations' 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 Corporations, CRC, FBLP or the Shareholder 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 Corporations, CRC or FBLP, the result of which 
could materially adversely affect the Corporations, CRC or FBLP 
or any of their businesses or any of the Corporate Properties, 
nor has any of the Corporations, CRC or FBLP 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 Signing Date, of all insurance 
policies in effect on the Signing Date or, with respect to 
"occurrence" policies that were in effect, 
carried by the Corporations, CRC or FBLP in respect of the 
Corporate Properties or any other property used by the 
Corporations, CRC or FBLP 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.  During the 
last five years, there has been no lapse in any material 
insurance coverage of the Corporations, CRC or FBLP.  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 Corporations, CRC or FBLP and the insurer has 
assumed defense of each suit or legal proceeding.  All such 
proceedings are fully covered by insurance, subject to normal 
deductibles.
3.16 Personnel.  Schedule 3.16 is a complete 
list, as of the Signing Date, of all officers, directors and 
employees (by type or classification) of the Corporations, CRC 
and FBLP 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 motor vehicles of 
the Corporations, CRC and FBLP.
3.17 Benefit Plans and Union Contracts.
(a) Schedule 3.17(a) is a complete list as of the 
Signing 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 Corporations, CRC and FBLP, 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 Signing Date.  Except for the employee 
benefit plans described on Schedule 3.17(a), the Corporations 
have 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 of 1986, as amended (the "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.  Neither the Corporations, CRC or FBLP has 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 none of the Corporations, CRC or FBLP, nor a party-in-
interest or disqualified person, has engaged in any transaction 
or other activity which would give rise to such liability.  None 
of the Corporations, CRC or FBLP have 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 
Corporations, CRC or FBLP 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) There are now no union contracts or 
agreements between any of the Corporations, CRC or FBLP and any 
collective bargaining group, nor have there ever been any such 
contracts in effect.  The Corporations, CRC and FBLP are 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 
Corporations' or any Shareholder's knowledge, threatened, against 
the Corporations, CRC or FBLP 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 Corporations, CRC or FBLP; no union organizational activity 
exists respecting employees of the Corporations, CRC or FBLP, and 
Schedule 3.17(b) contains 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 
Corporations, CRC or FBLP.  None of the Corporations, CRC or FBLP 
have 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 Corporations, CRC or 
FBLP (the "Recipient") pursuant to any 
employment contract, severance agreement or other arrangement 
(the "Golden Parachute Payment") will be nondeductible by any of the 
Corporations, CRC or 
FBLP because of the application of Sections 280G and 4999 of the 
Code to the Golden Parachute Payment, nor will the Corporations 
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 Corporations, CRC and FBLP have 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(a), 
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 any of the Corporations, CRC or 
FBLP 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 
Corporations, CRC and FBLP for each of their last three fiscal 
years are attached as part of Schedule 3.18(a).  Copies of all 
other federal, state, local and other tax and information returns 
for all prior years of existence have been made available to WCI 
and are among the records of the Corporations, CRC and FBLP that 
will accrue to WCI at the Closing.  None of the Corporations, CRC 
or FBLP has been contacted by any federal, state or local taxing 
authority regarding a prospective examination.
(b) Except as set forth on Schedule 3.18(b) 
(which schedule also includes the amount due with respect to the 
Corporations, CRC and FBLP) the Corporations, CRC and FBLP have 
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 are adequate to cover any 
tax liability as of the Signing Date.
(c) The Corporations, CRC and FBLP 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 the Corporations, CRC and FBLP 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 Corporations, and the 
agreements of limited partnership of CRC and FBLP, in each case 
as amended to the Signing 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 Signing 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 Corporations, CRC and FBLP 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 CRC and FBLP serve 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, , CRC's and FBLP's accounts and notes receivable are 
collectible in the amounts shown on Schedules 3.11 and 3.20; and
(c) the average monthly revenues of CRC and FBLP 
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 Corporations nor any Shareholder has 
any knowledge of any reason why any of such average monthly 
revenues 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 Corporations.  
Except as set forth on Schedule 3.21, since the Balance Sheet 
Date, the business of each of the Corporations, CRC and FBLP have 
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 Corporations, CRC or FBLP 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 Corporations, CRC and FBLP, since the Balance Sheet Date, 
there has not been:
(a) any material change any of their 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, taken as a whole;
(b) any material damage, destruction or loss 
(whether or not covered by insurance) adversely affecting any 
material portion of any of their properties or business;
(c) any change in or agreement to change 
(i) either of the Corporations' shareholders, (ii) ownership of 
either of the Corporations' authorized capital or outstanding 
securities, (iii) either of the Corporations' securities, or (iv) 
the identity or interest of any of the general or limited 
partners of CRC or FBLP.
(d) any declaration or payment of, or any 
agreement to declare or pay, any dividend or distribution in 
respect of either of the Corporations' capital stock or any 
direct or indirect redemption, purchase or other acquisition of 
any of a Corporation's capital stock;
(e) any increase or bonus or promised increase or 
bonus in the compensation payable or to become payable, in excess 
of usual and customary practices, to any of their directors, 
officers, partners, 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 their present or former officers or other key 
employees;
(f) any labor dispute or any other event or 
condition of any character with respect to any of their 
employees, materially adversely affecting any of their business 
or future prospects;
(g) any sale or transfer, or any agreement to 
sell or transfer, any of their material assets, property or 
rights to any other person, including, without limitation, the 
Shareholder and the Shareholder's Affiliates, other than in the 
ordinary course of business;
(h) any cancellation, or agreement to cancel, any 
material indebtedness or other material obligation owing to any 
of them, including, without limitation, any indebtedness or 
obligation of the Shareholder or any Affiliate thereof;
(i) any plan, agreement or arrangement granting 
any preferential rights to purchase or acquire any interest in 
any of their 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 
their property, rights or assets outside the ordinary course of 
business;
(k) any waiver of any of their 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 any of them is a party; or
(m) any other material transaction outside the 
ordinary course of business.
3.22 Closing Date Debt; Effective Date Current Assets and 
Effective Date Current Liabilities.
(a) When delivered at the Closing, 
Schedule 3.22(a) will list (i) the amount of the aggregate debt 
(excluding trade payables and the Bond Debt) of the Corporations, 
CRC and FBLP outstanding on the Closing Date required to be 
repaid by WCI or the Corporations, CRC or FBLP at or immediately 
after the Closing Date and all prepayment penalties incurred or 
to be incurred by WCI or the Corporations, CRC or FBLP in 
connection with the repayment of any such debt, (ii) the amount 
of the aggregate debt (excluding trade payables and the Bond 
Debt) of the Corporations, CRC and FBLP outstanding on the 
Closing Date which will remain outstanding obligations 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 Corporations, CRC or FBLP by a third party lender 
in connection with its most recent borrowing to finance 
equipment, of all lease obligations of the Corporations, CRC or 
FBLP 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 Corporations, 
CRC and FBLP (the "Closing Date Debt").  When delivered at the Closing, 
Schedule 3.22(a) will 
separately list the aggregate principal amount and all accrued 
but unpaid interest on the Bond Debt.  Schedule 3.22(a) will 
include 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 
Signing Date of the amount of the aggregate current liabilities 
(including any reserve for unpaid taxes and any accrued vacation 
benefits and excluding the current portion of long-term debt to 
the extent such current portion is included in Closing Date Debt) 
and trade payables of each of CRC and FBLP as of the Balance 
Sheet Date (the "Balance Sheet Date Current Liabilities") and the amount of 
the aggregate cash and other current assets of each of CRC and 
FBLP as of the Balance Sheet Date, including prepaid expenses the 
benefit of which survives the Closing Date and the accounts 
receivable of each of CRC and FBLP earned prior to the Balance 
Sheet Date, and collectible (less an allowance for doubtful 
accounts) on or after the Balance Sheet Date (the "Balance Sheet 
Date Current Assets").
3.23 Bank Accounts.
(a) Schedule 3.23(a) is a complete and accurate 
list, as of the Signing Date, of:
(i) the name of each bank in which the 
Corporations, CRC and FBLP have 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 Signing Date, of:
(i) each credit card or other charge account 
issued to each of the Corporations, CRC and FBLP; 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 Corporations, CRC and FBLP have, to the 
knowledge of the Corporations and the Shareholder, complied with, 
and 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 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, to the knowledge of the Corporations and the 
Shareholder, there has been no assertion by any party that any of 
the Corporations, CRC or FBLP 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 USC Section 6901 et seq. ("RCRA"), none of the 
Corporations, CRC or FBLP has accepted, 
processed, handled, transferred, generated, treated, stored or 
disposed of any Hazardous Material (as defined in Section 3.24(e) 
below) nor has any of them accepted, processed, handled, 
transferred, generated, treated, stored or disposed of asbestos, 
medical waste, radioactive waste or municipal waste, except in 
compliance with Environmental Laws.  Notwithstanding the 
foregoing, the Shareholder shall not be liable for any 
indemnification claim pursuant to Section 10.1 for breach of the 
representation set forth in this Section 3.24(a) to the extent 
the Corporations, CRC or FBLP accepted, processed, handled, 
transferred, treated, stored or disposed of Hazardous Material, 
asbestos, medical waste, radioactive waste or municipal waste 
without their knowledge based on misrepresentations or omissions 
by third parties to the Corporations, CRC or FBLP as to the 
content of waste accepted, processed, handled, transferred, 
treated, stored or disposed of.
(b) During the Corporations', CRC's or FBLP's 
ownership or leasing of the Facility Property owned or leased by 
it and, to the knowledge of the Corporations and the Shareholder, 
prior to such 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.  Notwithstanding 
the foregoing, the Shareholder shall not be liable for any 
indemnification claim pursuant to Section 10.1 for breach of the 
representation set forth in this Section 3.24(b) to the extent 
the Corporations, CRC or FBLP disposed of such Hazardous Material 
at any Facility Property without their knowledge based on 
misrepresentations or omissions by third parties to the 
Corporations, CRC or FBLP as to the content of waste accepted for 
disposal.
(c) During the Corporations', CRC's or FBLP's 
ownership or leasing of the Facility Property owned or leased by 
it and, to the knowledge of the Corporations and the Shareholder, 
prior to such 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 or leased by any of the 
Corporations, CRC or FBLP.  There are no pending and, to the 
Corporations' and Shareholder's knowledge, no threatened actions 
or proceedings from any governmental agency or any other entity 
involving remediation of any condition of the Facility Property, 
including, without limitation, petroleum contamination, pursuant 
to Environmental Laws.
(d) Except as allowed under Environmental Laws, 
the Corporations, CRC and FBLP have 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 or 
Oregon statute or regulation; (ii) any substance the presence of 
which requires remediation pursuant to any Environmental Laws; 
and (iii) any substance required to be disposed of in a manner 
expressly prescribed by Environmental Laws.
3.25 Powers of Attorney.  None of the 
Corporations, CRC or FBLP has 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 any of 
the Corporations, CRC or FBLP 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 Facility Property.  Except as set forth 
on Schedule 3.26, none of the Corporations, CRC or FBLP have 
owned or leased any real property not included in the Facility 
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 
Corporations have provided to WCI, on Schedule 3.26:
(a) the location of the UST, information and 
material, including any available drawings and photographs, 
showing the location, and whether any of the Corporations, CRC or 
FBLP currently owns or leases the property on which the UST is 
located (and if none of the Corporations, CRC or FBLP 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;
(c) copies of tank and piping tightness tests and 
cathodic protection tests and similar studies or reports for each 
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 Corporations', or the Shareholder's 
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 
Corporations, CRC and FBLP have 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 
Corporations, CRC or FBLP or which any of them 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 Corporations, CRC or FBLP in any of 
their businesses infringe on any patents, trademarks, or 
copyrights, or any other rights of any person.  Neither the 
Corporations nor the Shareholder 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.  Each 
of the Corporations, CRC and FBLP 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 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 Corporations nor the Shareholder has any knowledge of any 
reason why all such Collection Franchises and Governmental 
Permits and agreements will not remain in effect in accordance 
with their terms after consummation of the transactions 
contemplated hereby.
3.29 Condemnation.  No Facility Property owned or 
leased by any of the Corporations, CRC or FBLP are the subject 
of, or would be affected by, any pending condemnation or eminent 
domain proceedings, and, to the knowledge of the Corporations and 
the Shareholder, no such proceedings are threatened.
3.30 Suppliers and Customers.  To the knowledge 
of the Corporations and the Shareholder, the relations between 
CRC and FBLP and each of their customers are good.  Neither the 
Corporations nor the Shareholder 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 CRC or FBLP intends to cease providing such 
items to either of them, nor do either of the Corporations or the 
Shareholder has knowledge of any fact (other than general 
economic and industry conditions) which indicates that any of the 
customers of CRC or FBLP intends to terminate, limit or reduce 
its business relations with CRC or FBLP.
3.31 Absence of Certain Business Practices.  None 
of the Corporations, CRC, FBLP, or the Shareholder 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 CRC or FBLP in 
connection with any actual or proposed transaction which 
(a) might subject the Corporation, CRC or FBLP 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 Corporations, CRC or FBLP, or (c) if not 
continued in the future, might adversely affect the financial 
condition, business or operations of the Corporations, CRC or 
FBLP or which might subject the Corporations, CRC or FBLP to suit 
or penalty in any private or governmental litigation or 
proceeding.
3.32 No Misleading Statements.  The 
representations and warranties of the Corporations and the 
Shareholder 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 not 
misleading.
3.33 Brokers; Finders.  No person has acted 
directly or indirectly as a broker, finder or financial advisor 
for either of the Corporations or the 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 either of the Corporations or the Shareholder.
3.34 S Corporation Matters.  Each of the 
Corporations has elected to be treated as an S Corporation within 
the meaning of the Code for the years listed on Schedule 3.34.
4. REPRESENTATIONS AND WARRANTIES OF WCI
WCI represents and warrants to the Shareholder 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.
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 
Corporations and the Shareholder, 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 Governmental Authorities; Consents.  Except 
for any filings by WCI required by the HSR Act and any required 
filings with applicable state regulatory authorities, WCI is not 
required to submit any notice, report or other filing with any 
governmental authority in connection with the execution or 
delivery by it of this Agreement or the consummation of the 
transactions contemplated hereby, and no consent, approval or 
authorization of any governmental or regulatory authority or any 
other party or person is required to be obtained by WCI in 
connection with its execution, delivery and performance of this 
Agreement or the transactions contemplated hereby, except such as 
shall have been obtained by the Closing Date.
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 Shareholder 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 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.
5. COVENANTS FROM SIGNING TO CLOSING DATE
5.1 Operations.  Between the Signing Date and 
the Closing Date, the Corporations will, and will cause CRC and 
FBLP to, and the Shareholder will cause the Corporations to:
(a) carry on each respective business in 
substantially the same manner as heretofore and not introduce any 
material new method, or discontinue any existing material method, 
of operation or accounting;
(b) maintain their properties and facilities, 
including those held under leases, in as good working order and 
condition as at present, ordinary wear and tear excepted;
(c) perform all material obligations under 
agreements relating to or affecting their assets, properties, 
business operations and rights;
(d) keep in full force and effect present 
insurance policies or other comparable insurance coverage;
(e) use reasonable efforts to maintain and 
preserve each of their business organizations intact, retain 
present employees and maintain relationships with suppliers, 
customers and others having business relations with any of them 
on a basis consistent with past practice;
(f) file on a timely basis all notices, reports 
or other filings required to be filed with or reported to any 
federal, state, municipal or other governmental department, 
commission, board, bureau, agency or any instrumentality of any 
of the foregoing wherever located with respect to each of their 
continuing operations;
(g) maintain compliance with all Collection 
Franchises and Governmental Permits and all laws, rules, 
regulations and consent orders consistent with past practice;
(h) file on a timely basis all complete and 
correct applications or other documents necessary to maintain, 
renew or extend any permit, license, variance or any other 
approval required by any governmental authority necessary and/or 
required for the continuing operation of each of their business 
operations, whether or not such approval would expire before or 
after the Closing; and
(i) advise WCI promptly in writing of any 
material change in any document, Schedule, Exhibit, or other 
information delivered pursuant to this Agreement.
5.2 No Change.  Between the Signing Date and the 
Closing Date, the Corporations will not, and will not permit CRC 
and FBLP to, and the Shareholder will not permit the Corporations 
to, take any action described below without the prior written 
consent of WCI:
(a) make any change in the Articles of 
Incorporation or Bylaws of either of the Corporations or the 
agreement of limited partnership of either CRC or FBLP;
(b) authorize, issue, transfer, pledge, 
distribute or sell any of the Corporations' Stock or any other 
securities of the Corporations;
(c) except as set forth on Schedule 1.4 with 
respect to Excluded Assets, declare or pay any dividend or make 
any distribution in respect of the capital stock of the 
Corporations whether now or hereafter outstanding, or purchase, 
redeem or otherwise acquire or retire for value any shares of the 
capital stock or the Corporations;
(d) enter into any contract or commitment or 
incur or agree to incur any liability other than in the ordinary 
course of business other than the transactions contemplated by 
this Agreement or make any single capital expenditure in excess 
of $10,000 or in excess of $25,000 in the aggregate during any 
consecutive thirty (30) day period without regard to whether such 
capital expenditure is in the ordinary course of business;
(e) except as set forth on Schedules 3.16 and 
3.21, change or promise to change the compensation payable or to 
become payable to any director, officer, employee or agent, or 
make or promise to make any bonus payment to any such person;
(f) create, assume or otherwise permit the 
imposition of any mortgage, pledge or other lien or encumbrance 
upon or grant any option or right of first refusal with respect 
to any assets or properties whether now owned or hereafter 
acquired;
(g) except as set forth on Schedule 1.4 with 
respect to Excluded Assets, sell, assign, lease or otherwise 
transfer or dispose of any property or equipment other than in 
the ordinary course of business;
(h) merge or consolidate or agree to merge or 
consolidate with or into any firm, corporation or other entity;
(i) waive any material rights or claims;
(j) amend, terminate or enter into any material 
agreement or any site assessment, permit, license or other right, 
without the prior written consent of WCI other than in the 
ordinary course of business;
(k) enter into any other transaction outside the 
ordinary course of business or prohibited hereunder; or
(l) take any action or suffer or permit any event 
to occur that would cause any representation or warranty of the 
Corporations or the Shareholder to become untrue as of the 
Closing Date.
5.3 Obtain Consents. Promptly after the Signing 
Date, the Corporations, CRC and FBLP will, and the Shareholder 
shall cause them to, make all filings and take all steps 
reasonably necessary to obtain all consents and approvals, if 
any, of each other party whose consent or approval is necessary 
to permit the consummation of the transactions contemplated in 
this Agreement pursuant to, or required to prevent the breach of 
or permit the assignment of, any material Collection Franchises, 
Governmental Permits, or Required Governmental Consents (the 
"Necessary Consents"), and shall 
take all steps necessary to obtain all other non-material 
approvals and non-material consents required to be obtained by 
them or the Shareholder to consummate the transactions 
contemplated by this Agreement.
5.4 Access; Confidential Information. Between 
the Signing Date and the Closing Date, the Shareholder and the 
Corporations will, and the Shareholder will cause the 
Corporations to, afford to the officers and authorized 
representatives of WCI, including, without limitation, its 
engineers, counsel, independent auditors and investment bankers, 
reasonable access to the Facilities, plants, Facility Property 
and other properties, books and records of the Corporations, CRC 
and FBLP, and will furnish WCI with such additional financial and 
operating data and other information as to the business and 
properties of the Corporations, CRC and FBLP as WCI may from time 
to time reasonably request.  The Shareholder will and will cause 
the Corporations to cooperate with WCI, its representatives and 
counsel in the preparation of any documents or other material 
which may be required by any governmental agency.  The 
Shareholder and the Corporations shall provide to WCI such 
information and materials regarding each of the Corporations', 
CRC's and FBLP's business as WCI may reasonably request.  WCI 
will cause all information obtained from the Shareholder, the 
Corporations, CRC and FBLP, in connection with WCI's due 
diligence review and the negotiation and performance of this 
Agreement to be treated as confidential (except such information 
which is in the public domain or which WCI may be required to 
disclose to any governmental agency, or pursuant to any court or 
regulatory agency order) and will not use, and will not knowingly 
permit others to use, any such confidential information in a 
manner detrimental to the Corporations, CRC, FBLP or the 
Shareholder.  Each party hereto shall not disclose to any third 
person other than their accountants, bankers or legal counsel any 
of the terms or provisions of this Agreement prior to or after 
the Closing Date without prior written consent of WCI.
5.5 Control of the Corporations' Operations.  
Nothing contained in this Agreement shall give to WCI, directly 
or indirectly, rights to control or direct any Corporation's 
operations prior to the Closing Date.  Prior to the Closing Date, 
each Corporation shall exercise, consistent with the terms and 
conditions of this Agreement, complete control and supervision of 
its operations.
5.6 Acquisition Transactions.  From the Signing 
Date to the Closing Date, or earlier termination of this 
Agreement, no Corporation nor the Shareholder shall initiate, 
solicit, negotiate, encourage or provide information to 
facilitate, and each of the Corporations and the Shareholder 
shall not, and shall use its or his reasonable efforts to cause 
any officer, director or employee of each Corporation, or any 
attorney, accountant, investment banker, financial advisor or 
other agent retained by it or him not to, initiate, solicit, 
negotiate, encourage or provide information to facilitate, any 
proposal or offer to acquire all or any substantial part of the 
business or properties of any Corporation or any capital stock 
(including without limitation the Corporations' Stock) of any 
Corporation, whether by merger, purchase of assets or otherwise, 
whether for cash, securities or any other consideration or 
combination thereof (any such transactions being referred to 
herein as an "Acquisition Transaction").  Each Corporation and the 
Shareholder shall 
immediately notify WCI after receipt of any proposal for an 
Acquisition Transaction, indication of interest or request for 
information relating to any Corporation in connection with an 
Acquisition Transaction or for access to the properties, books or 
records of any Corporation by any person or entity that informs 
the Board of Directors of any Corporation that it is considering 
making, or has made, a proposal for an Acquisition Transaction.  
Such notice to WCI shall be made orally and in writing.
6. CONDITIONS PRECEDENT TO OBLIGATION OF WCI TO CLOSE  TC 
 
The obligations of WCI under this Agreement are subject to 
the satisfaction, at or before Closing, of all of the following 
conditions precedent, unless waived in writing by WCI:
6.1 Representations and Warranties.  All 
representations and warranties of the Corporations and the 
Shareholder contained in this Agreement or in any Exhibit, 
Schedule, certificate or document delivered by the Corporations 
or the Shareholder under this Agreement shall be true, correct 
and complete on and as of the date when made in all material 
respects, and (except to the extent that such representations and 
warranties speak of an earlier date) shall be deemed to be made 
again on the Closing Date, and shall then be true, correct and 
complete in all material respects as of the Closing Date.
6.2 Conditions. The Corporations and the 
Shareholder 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 Material Adverse Change.  Since the 
Signing Date, there shall not have been any material adverse 
change in the condition (financial or otherwise) of the business, 
properties or assets of the Corporations, CRC or FBLP.
6.4 Certificates.  The President of each of the 
Corporations shall have delivered to WCI a certificate, dated as 
of the Closing Date, in form and substance satisfactory to WCI 
and the Shareholder, certifying to the fulfillment of the 
conditions set forth in Sections 6.1, 6.2 and 6.3, and the 
Shareholder shall have delivered to WCI a certificate dated as of 
the Closing Date, in form and substance satisfactory to WCI and 
the Shareholder, certifying to the fulfillment of the conditions 
set forth in Section 6.1, 6.2 and 6.3 applicable to the 
Shareholder.
6.5 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.
6.6 Other Deliveries.  The Shareholder shall 
have delivered the items which he is required to deliver under 
Section 8 of this Agreement.
6.7 Necessary Consents.  All Necessary Consents 
shall have been obtained.
6.8 HSR Waiting Period.  The waiting period 
applicable to the consummation of this transaction under the HSR 
Act shall have expired or been terminated.
6.9 Title Insurance.  The Corporations shall 
obtain, at WCI's cost and expense, an ALTA Owner's Standard 
Policy of title insurance for each Facility Property owned by any 
of the Corporations, CRC or FBLP insuring fee simple title to 
such Facility Property in one of the Corporations, subject only 
to current real property taxes and assessments, standard printed 
conditions and exceptions, and such title exceptions as shall 
have been accepted in writing by WCI, containing such 
endorsements as WCI may reasonably require.
7. CONDITIONS PRECEDENT TO OBLIGATION OF THE SHAREHOLDER 
AND THE CORPORATION TO CLOSE
The obligations of the Corporations and Shareholder under 
this Agreement are subject to the satisfaction, at or before 
Closing, of all of the following conditions precedent, unless 
waived in writing by the Shareholder:
7.1 Representations and Warranties.  All 
representations and warranties of WCI contained in this Agreement 
or in any statement, Exhibit, Schedule, certificate or document 
delivered by WCI under this Agreement shall be true, correct and 
complete on and as of the date when made in all material 
respects, and (except to the extent that such representations and 
warranties speak of an earlier date) shall be deemed to be made 
again on the Closing Date, and shall then be true, correct and 
complete in all material respects as of the Closing Date.
7.2 Conditions.  WCI shall have performed, 
satisfied and complied with all covenants, agreements and 
conditions required by this Agreement to be performed, satisfied 
or complied with by it on or before the Closing Date.
7.3 Certificate.  WCI shall have delivered to 
the Shareholder a certificate, dated as of the Closing Date, in 
form and substance satisfactory to the Shareholder, certifying to 
the fulfillment of the conditions set forth in Sections 8.1 and 
8.2.
7.4 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.
7.5 Other Deliveries.  WCI shall have delivered 
the items which it is required to deliver under Section 8 of this 
Agreement.
7.6 Necessary Consents .  All Necessary Consents 
shall have been obtained.
7.7 HSR Waiting Period.  The waiting period 
applicable to the consummation of this transaction under the HSR 
Act shall have expired or been terminated
8. CLOSING DELIVERIES
At the Closing, the respective parties shall make the 
deliveries indicated:
8.1 WCI Deliveries.
(a) WCI shall deliver the Purchase Price required 
to be delivered on the Closing Date pursuant to Section 1.2(a).
(b) WCI shall execute and deliver to the 
Shareholder the certificate set forth in Section 7.3.
8.2 Shareholder Deliveries.
(a) The Shareholder shall deliver to WCI the 
certificates representing the outstanding Corporations' Stock 
free and clear of all liens, security interests, claims and 
encumbrances, accompanied by stock powers duly executed in blank.
(b) The Shareholder 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, were 
obtained and the Shareholder shall deliver an estoppel 
certificate from the landlords under all real estate leases to 
which the Corporations, CRC or FBLP 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 lessee 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.
(c) The Shareholder shall deliver Schedule 
3.22(a) to this Agreement.
(d) The Corporations 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 Corporations, 
CRC and FBLP (including, without limitation, stock options or 
other rights to obtain equity in the Corporations, CRC and FBLP) 
have been terminated, effective on or before the Closing Date.
(e) The Shareholder shall cause each officer and 
director of each of the Corporations to deliver a resignation as 
an officer and/or director of that Corporations together with a 
general release releasing the Corporations from all obligations 
under any indemnification agreements, the charter documents of 
the Corporations, 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.
(f) The Corporations and the Shareholder shall 
execute and deliver to WCI the certificates set forth in 
Section 6.4.
(g) FBLP shall execute and deliver to WCI a 
Transportation Agreement (the "Transportation Agreement") with Tidewater 
Barge Lines, Inc. 
("Tidewater") substantially in the form of 
Exhibit 8.2(g).
(h) At the Closing, the Shareholder shall deliver 
to WCI an opinion of counsel for the Shareholder, the 
Corporations, CRC and FBLP dated as of the Closing Date, covering 
in substance the matters described in Exhibit 8.2(h).
(i) At the Closing, the Shareholder shall deliver 
to WCI, the Corporations, CRC and/or FBLP such releases, 
assignments, conveyances and other instruments executed by 
Tidewater as WCI shall reasonably request pursuant to which 
Tidewater will acknowledge and confirm that to the extent it 
previously had an interest in any contracts, assets, operations 
and lines of business of the Corporations, CRC or FBLP, as of the 
Closing Date it no longer has such interest.
9. ADDITIONAL COVENANTS OF WCI, THE CORPORATION AND THE 
SHAREHOLDER
9.1 No Delay.  The Corporations, the Shareholder 
and WCI covenant and agree from and after the date hereof not to 
hinder in any way or unreasonably delay the Closing Date and to 
use their respective reasonable efforts to obtain Necessary 
Consents and otherwise to cause the Closing Date to occur as soon 
as reasonably practicable after the date of this Agreement, 
provided, however, that in using its reasonable efforts WCI shall 
not be required to take any action or to agree to any condition, 
including without limitation any condition imposed by any 
government authority with respect to the transfer of any 
Governmental Permit, that, in WCI's reasonable judgment, imposes 
a materially adverse financial burden or operating condition on 
WCI.
9.2 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 and Tidewater listed on Schedule 9.2, all of which 
relate to indebtedness of the Corporations, CRC or FBLP included 
in the Financial Statements as of the Balance Sheet Date or WCI 
shall indemnify the Shareholder and Tidewater and hold them 
harmless from and against all losses, expenses or claims by third 
parties to enforce or collect indebtedness owed by the 
Corporations, CRC or FBLP as of the Closing Date which is 
personally guaranteed by the Shareholder or Tidewater pursuant to 
such guaranties.  The Shareholder and Tidewater may notify the 
obligees under such guaranties that they have terminated their 
obligations under such guaranties.  The Shareholder shall, and 
shall use reasonable efforts to cause Tidewater to, cooperate 
with WCI in obtaining such releases.
9.3 Release of Security Interests.  On or after 
the Closing Date, the Shareholder and his respective Affiliates 
shall cause those security interests in the assets of the 
Corporations, CRC or FBLP that have been created in favor of 
financial institutions or other lenders to secure indebtedness 
(other than indebtedness of the Corporations, CRC or FBLP) of the 
Shareholder or his respective Affiliates to be released in a 
manner reasonably satisfactory to WCI, and shall cause all 
guaranties by the Corporations, CRC and FBLP relating to the 
indebtedness of the Shareholder to be released to the reasonable 
satisfaction of WCI.
9.4 Confidentiality.  Neither the Corporations 
nor the Shareholder shall, nor shall they permit CRC or FBLP to, 
disclose or make any public announcements of the transactions 
contemplated by this Agreement, except as required by the HSR 
Act, 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.
9.5 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.
9.6 Taxes.  WCI shall reasonably cooperate, at 
the expense of the Shareholder, with the Shareholder with respect 
to any matters involving the Shareholder arising out of the 
Shareholder's ownership of the Corporations and the Corporations' 
interest in CRC and FBLP prior to the Closing, including matters 
relating to tax returns and refunds 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 Shareholder such files, documents, 
books and records of the Corporations, CRC and FBLP for 
inspection and copying as may be reasonably requested by the 
Shareholder and shall cooperate with the Shareholder with respect 
to retaining information and documents that relate to such 
matters.
9.7 Short Year Tax Returns.  After the Closing 
Date, the Shareholder shall prepare at his 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 Corporations' fiscal year in which the Closing occurs 
and ending with the Closing Date.  Each such return shall be 
prepared in a financially responsible and conservative manner 
substantially in the manner and in accordance with elections used 
in prior periods by the Corporations and shall be delivered to 
WCI together with all necessary supporting schedules within the 
earlier of 120 days following the Closing Date or 60 days before 
the date such returns are due for its approval (but such approval 
shall not relieve the Shareholder of his responsibility for the 
taxes assessed under these returns).  The Shareholder 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 Closing Date in excess of the amount of any 
reserve for taxes included in Effective Date Current Liabilities 
and shall be responsible for all taxes incurred on the Net 
Profits.  At the time of the delivery of the returns, the 
Shareholder shall contemporaneously deliver to WCI checks payable 
to the respective taxing authorities in amounts equal to the 
amount due.  WCI shall sign tax returns and cause such returns to 
be timely filed with the appropriate authorities.  The 
Shareholder shall be entitled to receive all refunds shown on 
said returns or attributable to prior periods and any such 
refunds received by the Corporations or WCI shall be remitted to 
the Shareholder at the Shareholder's request.  WCI shall cause 
the Corporation, CRC and/or FBLP to file amended returns and 
refund requests for periods prior to the Closing Date as 
reasonably requested by the Shareholder.
9.8 General Release by the Shareholder.  
Effective as of the Closing Date, the Shareholder hereby fully 
releases and discharges each of the Corporations, CRC and FBLP 
and their directors, officers, partners, agents and employees 
from all rights, claims and actions, known or unknown, of any 
kind whatsoever, which the Shareholder now has or may hereafter 
have against the Corporations, CRC and FBLP and their directors, 
officers, partners, agents and employees, arising out of or 
relating to events arising prior to or on the Closing Date, 
except (a) as may be described in written contracts disclosed in 
Schedule 9.8 and expressly described and specifically excepted 
from this release in Schedule 9.8, (b) compensation as an 
employee of the Corporations for current periods expressly 
described and excepted from such release on Schedule 9.8, (c) for 
the obligations of the Corporations arising after the Closing 
Date under this Agreement and (d) any right of indemnification, 
contribution or other recourse against the Corporations, CRC and 
FBLP which he now has or may hereafter have against the 
Corporations, CRC and FBLP provided that the Shareholder shall 
not be entitled to indemnification, contribution or other 
recovery with respect to any Claim (as hereinafter defined) based 
on breach of the representations, warranties or covenants made in 
this Agreement, but only to the extent the Shareholder is liable 
to any WCI Indemnitee with respect to such breach (or would be so 
liable but for any of the limitations set forth in Section 10.2).  
Notwithstanding the foregoing, this release shall not be deemed a 
release of any rights that the Shareholder may have against any 
insurance carrier of the Corporations, CRC or FBLP.
9.9 Certain Tax Matters.  The Shareholder 
acknowledges that WCI may make an election under 
Section 338(h)(10) of the Code with respect to one or both of the 
Corporations, and that after the Closing Date the Corporations 
may cause either CRC or FBLP to make an election under Section 
754 of the Code.  The Shareholder agrees that WCI, in its 
discretion, may make such elections; 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;
(b) The Shareholder shall sign such completed 
Form 8023 at WCI's request; 
(c) WCI and the Shareholder shall agree upon the 
allocation of the Purchase Price among the assets (including 
intangible assets) of the Corporation; and
(d) WCI shall indemnify the Shareholder with 
respect to all federal, state, county and local taxes required to 
be paid by him in connection with such election by increasing the 
Purchase Price by the amount of such taxes plus any amount 
necessary to pay taxes on the increased amount so that after such 
payment the effects of such election by WCI will be effectively 
"tax neutral" to the Shareholder.
9.10 Agreement to Cooperate.
(a) Subject to the terms and conditions herein 
provided and subject to the fiduciary duties of the respective 
boards of directors of the Corporations and WCI, each of the 
parties hereto shall use all reasonable efforts to take, or cause 
to be taken, all action and to do, or cause to be done, all 
things necessary, proper or advisable under applicable laws and 
regulations to consummate and make effective the transactions 
contemplated by this Agreement, including using its reasonable 
efforts to obtain all necessary or appropriate waivers, consents 
or approvals of third parties required in order to preserve 
material contractual relationships of WCI, the Corporations, CRC 
and FBLP, all necessary or appropriate waivers, consents and 
approvals to effect all necessary registrations, filings and 
submissions and to lift any injunctive or other legal bar to this 
transaction (and, in such case, to proceed with the transaction 
as expeditiously as possible).
(b) Without limitation of the foregoing, if 
required by applicable law, each of WCI and the Corporations 
undertakes and agrees to file as soon as practicable, and in any 
event prior to 15 days after the Signing Date, a Notification and 
Report Form under the HSR Act with the Federal Trade Commission 
("FTC") and the Antitrust Division of the 
Department of Justice (the "Antitrust Division").  Each of WCI and the 
Corporations shall (i) 
respond as promptly as practicable to any inquiries received from 
the FTC or the Antitrust Division for additional information or 
documentation and to all inquiries and requests received from any 
State Attorney General or other governmental authority in 
connection with antitrust matters and (ii) not extend any waiting 
period under the HSR Act or enter into any agreement with the FTC 
or the Antitrust Division not to consummate the transactions 
contemplated by this Agreement, except with the prior consent of 
the other parties hereto.  Each party shall promptly notify the 
other party of any communication to that party from the FTC, the 
Antitrust Division, any State Attorney General or any other 
governmental entity and permit the other party to review in 
advance any proposed communication to any of the foregoing.
(c)	In the event any litigation is commenced by any 
person or entity relating to the transactions contemplated by 
this Agreement, WCI shall have the right, at its own expense, to 
participate therein, and the Corporations will not settle any 
such litigation without the consent of WCI, which consent will 
not be unreasonably withheld.
9.11 Notification of Certain Matters.  Each of 
the Corporations, WCI and the Shareholder agrees to give prompt 
notice to each other of, and to use commercially reasonable 
efforts to remedy, (i) the occurrence or failure to occur of any 
event which occurrence or failure to occur would be likely to 
cause any of its representations or warranties in this Agreement 
to be untrue or inaccurate in any material respect at the Closing 
Date and (ii) any material failure on its or his part to comply 
with or satisfy any covenant, condition or agreement to be 
complied with or satisfied by it or him hereunder; provided, 
however, that the delivery of any notice pursuant to this Section 
9.11 shall not limit or otherwise affect the remedies available 
hereunder to the party receiving such notice.
9.12 Employees.  After the Closing Date, WCI 
shall cause CRC's and FBLP's main office employees (all of whom 
are listed on Schedule 9.12(a) (the "Office Employees")) and facility 
employees (all of whom are 
listed on Schedule 9.12(b) (the "Facility Employees")) to either continue to 
be employed by 
CRC or FBLP in his or her current position or to be offered a 
similar position with a WCI Affiliate located in Clark County at 
his or her current compensation for a period of two years after 
the Closing Date for each Office Employee and one year after the 
Closing Date for each Facility Employee.  In the event an Office 
Employee or Facility Employee is terminated by WCI without cause 
(as hereinafter defined), WCI will continue to pay such 
employee's compensation and will reimburse his or her costs under 
COBRA for the remainder of the applicable employment term (the 
second anniversary of the Closing Date in the case of Office 
Employees and the first anniversary of the Closing Date in the 
case of Facility Employees), provided that any Office Employee or 
Facility Employee whose employment by CRC or FBLP is terminated 
without cause and who declines an offer for a similar position at 
a WCI Affiliate located in Clark County shall not be entitled to 
such compensation and reimbursement of COBRA benefits.  "Cause " means 
insobriety on the job, conviction of a 
misdemeanor involving moral turpitude or a felony, illegal 
business practices in connection with WCI's or its Affiliate's 
business, misappropriation of WCI's or its Affiliate's assets, 
excessive absence of the employee from his or her duties during 
usual working hours for reasons other than vacation, disability 
or sickness, any material breach by the employee of any material 
condition of employment or failure of the employee to perform 
competently and efficiently his or her duties, as determined by 
WCI in its reasonable discretion.
9.13 NonCompetition Agreement.  WCI acknowledges 
the existence of that certain Noncompetition Agreement dated as 
of December 31, 1997, by and between CRC and USA Waste Services, 
Inc. and agrees to indemnify the Shareholder and hold him 
harmless against any and all claims, liabilities, damages and 
expenses suffered or incurred by him, directly or indirectly, in 
connection with any breach by WCI or its Affiliate of such 
agreement occurring after the Closing Date.
10. INDEMNIFICATION
10.1 Indemnity by the Shareholder.  The 
Shareholder, subject to the limitations set forth in 
Section 10.2, covenants and agrees that he will indemnify and 
hold harmless WCI, the Corporations 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 and 
until the expiration of the applicable period described in 
Section 10.2(e), 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 10.3(a)), or 
asserted by a WCI Indemnitee in litigation commenced against the 
Shareholder provided that in either case any such Claims Notice 
shall be given or the litigation commenced prior to the 
expiration of the applicable period described in Section 10.2(e) 
(irrespective of the date of discovery), with respect to each of 
the following contingencies (all, the "10.1 Indemnity Events"):
(a) Any misrepresentation, breach of warranty, or 
nonfulfillment of any agreement or covenant on the part of the 
Shareholder or the Corporations 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) Any Environmental Site Losses in excess of 
the amount of liability with respect thereto, if any, set forth 
on Part II of Schedule 3.8 arising from the design, development, 
construction, installation or operation of any "Environmental 
Site" (as hereinafter defined) during 
any period on or prior to the Closing Date but only to the extent 
the Environmental Site Loss resulted from a failure to comply 
with applicable laws, rules, regulations, ordinances, building 
codes, permits, licenses, franchises, municipal service 
contracts, judgments, orders, injunctions or decrees.  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 a Corporation, CRC or FBLP 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 
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 for 
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 
Environmental Site resulting from activities thereat on or prior 
to the Closing Date, 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 
"Environmental Site Losses" 
shall not include any losses or deficiencies relating to the 
inefficiency or lack of optimal use, design or function of any 
Environmental Site.  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 waste lawfully disposed of in a landfill during the 
time a Corporation, CRC or FBLP 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 
Corporations or the Shareholder has 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.
10.2 Limitations on the Shareholder's Indemnities  TC 
 .
(a) The obligations of the Shareholder to 
indemnify the WCI Indemnitees as provided in Section 10.1 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 10.1 Indemnity Events exceed two hundred fifty 
thousand dollars ($250,000) (the "General Deductible Amount"); provided, that 
the amount of 
any obligation of indemnity arising pursuant to Section 10.1(a) 
with respect to any representation, warranty or covenant 
contained in Sections 3.1 through 3.5; 3.12(c), 3.18, 3.22, 9.7 
and 9.10 hereof and pursuant to Section 10.1(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 10.1 Indemnity Events pursuant to the 
provisions hereof for Claims shall not exceed:
(i) Sixty percent (60%) of the Purchase 
Price (as adjusted pursuant to Section 1.2) if the Claims Notice 
for the 10.1 Indemnity Event is delivered to the Shareholder 
during the time period from the Closing Date to and including the 
first anniversary of the Closing Date;
(ii) Forty-five percent (45%) of the Purchase 
Price (as adjusted pursuant to Section 1.2) if the Claims Notice 
for the 10.1 Indemnity Event is delivered to the Shareholder 
during the time period from the first anniversary of the Closing 
Date to and including the second anniversary of the Closing Date; 
and
(iii) Thirty percent (30%) of the Purchase 
Price (as adjusted pursuant to Section 1.2) if the Claims Notice 
for the 10.1 Indemnity Event is delivered to the Shareholder 
during the time period from the second anniversary of the Closing 
Date to and including the third anniversary of the Closing Date.
(c) Except to the extent the same shall directly 
result in a material increase in insurance premiums on a 
prospective basis, the Shareholder shall not be required to 
indemnify any WCI Indemnitee for any Claim to the extent that 
such Claim has been reimbursed or is reimbursable through 
insurance proceeds received or receivable by the WCI Indemnitee.  
Notwithstanding the foregoing, the WCI Indemnitee shall not be 
obligated to pursue reimbursement of any Claim through insurance 
proceeds but rather may be indemnified by the Shareholder and may 
allow the Shareholder to pursue such insurance proceeds directly, 
in which event the WCI Indemnitee shall reasonably cooperate with 
the Shareholder in connection therewith.  In the event the WCI 
Indemnitee obtains insurance proceeds but the amount of such 
insurance does not cover the full amount of the Claim, or in the 
event the Claim shall directly result in an increase in insurance 
premiums on a prospective basis, the Shareholder shall remain 
liable for the difference in the insurance proceeds and the 
amount of the Claim, or in the case of an increase in insurance 
premiums, the amount of such increase directly attributable to 
the Claim, subject to the other limitations set forth herein.  At 
the request of Shareholder, WCI will maintain or obtain liability 
insurance to cover losses of the type described in 
Section 10.1(b) to the extent available for the period set forth 
in Section 10.2(e).  Shareholder shall promptly pay or reimburse 
WCI for the cost of such insurance upon presentation of 
satisfactory evidence of the cost thereof.
(d) The indemnification provisions of this 
Section 10 shall be the exclusive remedy for any Claim for 
monetary damages arising under this Agreement or from the 
transactions contemplated hereby or otherwise, including claims 
under statute or common law, except for Fraud (as defined below), 
provided that nothing in this Section 10 shall be deemed to be 
the exclusive remedy or shall limit the remedies of any party 
with respect to the breach or nonfulfillment by any party of any 
obligation or covenant in this Agreement or any of the agreements 
contemplated hereby or entered into pursuant hereto required to 
be satisfied or fulfilled after the Closing Date.  In addition, 
the parties shall be entitled to pursue any claims for non-
monetary relief to which they may be entitled at law or in 
equity.  For the purposes of this Section 10, "Fraud" shall mean criminal 
activity, fraud, fraudulent inducement, 
intentional misrepresentation or concealment.
(e) The obligations of the Shareholder under 
Section 10.1 shall expire, unless a Claims Notice is given or 
litigation is commenced on or prior to the third anniversary of 
the Closing Date or, with respect to Claims based on Section 
3.18, 90 days after the expiration of the applicable statute of 
limitations.
10.3 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 
Shareholder (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 10.2 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 twenty (20) days of the 
Indemnifying Party's receipt of a Claims Notice, the Indemnifying 
Party shall not have provided the written agreement required by 
Section 10.3(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 ten (10) days after demand therefor, 
reimburse the 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 10.3 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.
10.4 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 
until the later of the expiration of the period set forth in 
Section 10.2(e), or the final resolution of all Claims for which 
a Claims Notice is given prior to the expiration of the 
obligations of the Indemnifying Party under Section 10.2(e) but 
only as to the representations and warranties relevant to such 
Claims.  
10.5 No Exhaustion of Remedies; Subrogation; Right of 
Set Off.  The Shareholder waives any right to require any 
WCI Indemnitee to (i) proceed against the Corporations; 
(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 the Shareholder any amount to which any WCI 
Indemnitee is entitled to be indemnified hereunder with respect 
to any 10.1 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 the Shareholder or his 
successors.  To the extent of any payment made by Shareholder to 
any WCI Indemnitee on account of any Claim pursuant to this 
Section 10, the Shareholder shall be subrogated to all of the 
rights of recovery of such WCI Indemnitee, and such WCI 
Indemnitee shall, at the expense of the Shareholder, execute all 
documents reasonably required and shall do all things reasonably 
necessary to secure such rights and to enable the Shareholder 
effectively to bring suit to enforce such rights.
11. OTHER POST-CLOSING COVENANTS OF THE SHAREHOLDER AND 
WCI
11.1 Restrictive Covenants.  As to the 
Corporations, the Shareholder and his Affiliates acknowledge that 
(i) WCI, as the purchaser of the Corporations' Stock, is and will 
be engaged in the same business as CRC and FBLP (the "Business "); (ii) the 
Shareholder and his 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 Shareholder and his Affiliates have 
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) the 
Shareholder and his 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 Shareholder 
covenants and agrees as set forth in (a), (b) and (c) below with 
respect to WCI, CRC and FBLP:
(a) Non-Compete.  For a period commencing on the 
Closing Date and terminating ten (10) years thereafter (the 
"Restricted Period"), neither the 
Shareholder nor any of his Affiliates shall, anywhere within the 
State of Washington or Oregon, or in any county in Washington or 
Oregon where CRC, FBLP or WCI or one of its subsidiaries owns or 
operates the Business or 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, transportation, disposal, tire processing and/or 
composting business, transfer facility, recycling facility, 
materials recovery facility or solid waste landfill, except that 
the Shareholder may engage in any such capacity in the operation 
of a tire processing business using a method not used by CRC or 
FBLP if the Shareholder does not solicit any tire processing 
customers of either CRC or FBLP in violation of clause (ii); 
(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 to or lease any facility, equipment or other 
assets to any business engaged in the same business as CRC or 
FBLP; (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 [x] the Shareholder 
may own, directly or indirectly, solely as an investment, 
securities of any business traded on any national securities 
exchange or NASDAQ, if the Shareholder is not a controlling 
person of, or a member of a group which controls, such business 
and further provided that the Shareholder does not, in the 
aggregate, directly or indirectly, own 2% or more of any class of 
securities of such business; [y]  to the extent Tidewater is 
engaged in such activities on or after the Closing Date, 
Shareholder shall not be deemed to be in breach of this 
Section 11.1(a) so long as his ownership of equity securities of 
Tidewater does not exceed the amount owned on the Closing Date 
and so long as Shareholder does not participate in such 
activities on behalf of Tidewater; and [z] the Shareholder may 
engage in any of the above activities as a direct or indirect 
majority shareholder of Tidewater insofar as they relate to the 
transportation of solid waste by Tidewater.
(b) Confidential Information.  During the 
Restricted Period and thereafter, the Shareholder and his 
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 Shareholder or (ii) is general 
knowledge in the solid waste handling and landfill business and 
not specifically related to the Business.  Notwithstanding the  
foregoing, Shareholder may disclose and discuss confidential 
information with his legal and tax advisors, and as is required 
in connection with any legal proceedings, and the Shareholder 
shall give WCI prior written notice of such disclosure at least 
forty-eight (48) hours before such disclosure is made, if 
possible.
(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 the Shareholder, the 
Corporations, CRC or FBLP, or made available to them relating to 
the Business, but excluding any materials (other than the minute 
books of the Corporations) maintained by any attorneys for the 
Corporations or the Shareholder 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.  Neither 
Shareholder nor counsel to Shareholder or the Corporations shall 
have any obligation to furnish materials excluded under the 
foregoing to WCI.  All material that has been delivered or will 
be delivered to WCI under the foregoing provisions will be made 
available to the Shareholder upon reasonable request in 
connection with tax or other legal compliance matters or in 
connection any dispute under this Agreement.
(d) Non-Solicitation.  Without the consent of 
WCI, which may be granted or withheld by WCI in its discretion, 
the Shareholder and his Affiliates shall not solicit any 
employees of the Corporations, CRC or FBLP to leave the employ of 
the Corporations, CRC or FBLP and join the Shareholder or any 
Affiliate in any business endeavor owned or pursued by the 
Shareholder.
(e) No Disparagement.  From and after the Closing 
Date, the Shareholder shall not, 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 Shareholder 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, the Shareholder 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 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, nor does it apply to any statements made 
in connection with any judicial proceeding, arbitration or 
mediation to which WCI or one of its Affiliates and the 
Shareholder or one of his Affiliates (including Tidewater) are 
parties seeking to resolve any dispute relating to the 
interpretation or enforcement of this Agreement or the 
Transportation Agreement.
11.2 Rights and Remedies Upon Breach.  If the 
Shareholder or any Affiliate breaches, or threatens to commit a 
breach of, any of the provisions of Section 11.1 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 Shareholder from any violation thereof.
(b) Accounting.  The right and remedy to require 
the Shareholder to account for and pay over to WCI all 
compensation, profits, monies, accruals, increments or other 
benefits derived or received by the Shareholder as the result of 
any transactions constituting a breach of the Restrictive 
Covenants.
(c) Severability of Covenants.  The Shareholder 
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 and the 
Shareholder 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 
Shareholder 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.
12. GENERAL
12.1 Additional Conveyances.  Following the 
Closing, the Shareholder 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 or the Shareholder 
may reasonably request for the purpose of carrying out this 
Agreement.  The Shareholder will cooperate with WCI and/or the 
Corporations 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 and the heirs, legal representatives 
or assigns of the Shareholder; 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.
12.3 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.  The Shareholder, the Corporations, CRC and FBLP 
acknowledge that WCI will issue a press release following 
execution and delivery of this Agreement.  WCI will deliver a 
copy of the press release to the Shareholder prior to its 
release.  WCI agrees that prior to the Closing Date, it will not 
file a post-effective amendment to its registration statement on 
Form S-4 filed with the Securities and Exchange Commission under 
the Securities Act of 1933, as amended, to include the financial 
statements of the Corporations, CRC or FBLP without Shareholder's 
consent.
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 U.S. mail or one business day following deposit with an 
air courier service:
If to the Shareholder: 
at his respective address set 
forth on Schedule 3.2
With a copy to:
Henry C. Breithaupt, Esq.
Stoel Rives LLP
900 S.W. Fifth Avenue, Suite 
2600
Portland, OR 97204-1268
Fax: (503) 220-2480
If to WCI: 
Waste Connections, Inc.
2260 Douglas Boulevard, Suite 
280
Roseville, California 95661
Attention:  Ronald J. 
Mittelstaedt
Fax: (916) 772-2920
With a copy to:
Robert D. Evans, Esq.
Shartsis, Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, California 94111
Fax: (415) 421-2922
12.6 Attorneys' Fees.  In the event of any 
dispute or controversy between WCI on the one hand and the 
Corporations or the Shareholder 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.
12.7 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.
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 (including, in the case of 
the Shareholder, any such fees, expenses and disbursements paid 
or accrued by, or charged to, the Corporations), provided that 
WCI shall pay all filing fees under the HSR Act.
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 of this Agreement.
12.11 Number and Gender of Words; Corporations.  
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 the Corporations, the Shareholder 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 
Corporations, the Shareholder and WCI acting through its 
officers, thereunto duly authorized by its Board of Directors.
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 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.  Wherever reference 
is made in this Agreement to the "knowledge" 
of the Shareholder, such term means the actual knowledge of the 
Shareholder or any knowledge which should have been obtained by 
the Shareholder 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 Corporations, such term means the actual knowledge of any 
management employee, officer or director of the Corporations or 
any knowledge which should have been obtained by any such person 
upon reasonable inquiry by a reasonable business person.
12.15 Disclosure Schedules.  The language in all 
parts of this Agreement must be 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 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.
13. GLOSSARY
The definitions of the terms used below can be found at the 
Section indicated: 
Term	Section
Acquisition Transaction	Section 5.6
Affiliate	Section 3.11
Antitrust Division	Section 9.10(b)
at will	Section 8.2(d)
Balance Sheet Date	Section 3.7
Bond Debt	Section 1.2
business day	Section 12.14
Business	Section 11.1
Cause	Section 9.12
Claim	Section 10.3(a)
Claims Notice	Section 10.3(a)
Closing	Section 2.1
Closing Date	Section 2.1
Closing Date Debt	Section 3.22(a)
Code	Section 3.17(a)
Collection Franchises	Section 3.10(a)
Confidential Information	Section 11.1(b)
Corporations	Parties
Corporations' Stock	Recitals
CRC	Parties
day	Section 12.14
Effective Date	Section 2.1
Effective Date Current Assets	Section 3.22(b)
Effective Date Current Liabilities	Section 3.22(b)
Environmental Site	Section 10.1(b)
Environmental Site Losses	Section 10.1
Environmental Laws	Section 3.24
ERISA	Section 3.17(a)
Excluded Assets	Section 1.4
Facility	Section 3.10(c)
Facilities	Section 3.10(c)
Facility Employees	Section 9.12
Facility Property	Section 3.12(b)
FBLP	Recitals
Financial Statements	Section 3.7
Fraud	Section 10.2(d)
FTC	Section 9.10(b)
General Deductible Amount	Section 10.2(a)
golden parachute	Section 3.17(a)
Golden Parachute Payment	Section 3.17(c)
Governmental Permits	Section 3.10(a)
Hazardous Material	Section 3.24(e)
Hazardous Waste	Section 3.24(e)
HSR Act	Section 3.10(a)
Indemnifying Party	Section 10.3(a)
Indemnity Events	Section 10.1
knowledge	Section 12.14
Landfill	Recitals
Laws	Section 3.24
MENI	Recitals
multi-employer plan	Section 3.17(a)
Necessary Consents	Section 5.3
Net Loss	Section 1.2
Net Profit	Section 1.2
occurrence	Section 3.15
Office Employees	Section 9.12
Permitted Liens	Section 3.12(c)
Purchase Price	Section 1.1
RCRA	Section 3.24(e)
Real Property	Recitals
Recipient	Section 3.17(c)
Records, Notifications and Reports	Section 3.10(b)
Release	Section 10.1(b)
Representations and Warranties	Section 10.4
Required Governmental Consents	Section 3.10(a)
Restricted Area	Section 11.1(a)
Restricted Period	Section 11.1(a)
Restrictive Covenants	Section 11.2
RHFC	Recitals
Shareholder	Recitals
Signing Date	Recitals
Termination Date	Section 2.2(a)
Tidewater	Section 8.2(g)
Transportation Agreement	Section 8.2(g)
UST	Section 3.26
WCI	Parties
WCI Indemnitees	Section 10.1


IN WITNESS WHEREOF, the parties hereto have executed this 
Agreement by persons thereunto duly authorized as of the date 
first above written.
WCI:	WASTE CONNECTIONS, INC.


	By:			
		Ronald J. Mittelstaedt
		Chief Executive Officer & 
President
THE CORPORATIONS:	MANAGEMENT ENVIRONMENTAL 
	NATIONAL, INC.


	By:			
		Wesley J. Hickey, President
	RH FINANCIAL CORPORATION


	By:			
		Wesley J. Hickey, President
THE SHAREHOLDER:	(See Schedule A)

Schedule A to Amended and Restated
Stock Purchase Agreement
The undersigned Shareholder of Management Environmental 
National, Inc. and R.H. Financial Corporation hereby agrees that 
he is a party to the Amended and Restated Stock Purchase 
Agreement dated as of March 31, 1999 among Waste Connections, 
Inc., Management Environmental National, Inc., RH Financial 
Corporation and the Shareholder listed on Schedule A hereto and 
agrees that he is bound by all of the terms and provisions 
thereof as though he had executed the signature page thereof, it 
being understood that the Shareholder has executed this Schedule 
A in lieu of the signature page at his request as a matter of 
convenience and confidentiality.  The undersigned Shareholder has 
executed this Schedule A as of the date of the Stock Purchase 
Agreement.
		
Wesley J. Hickey
RDE\5119\062\1038723.01


1.	PURCHASE OF CORPORATIONS' STOCK	1
1.1	Shares to be Purchased	1
1.2	Purchase Price	2
1.3	Allocation of the Purchase Price	2
1.4	Excluded Assets	2
2.	CLOSING TIME AND PLACE	3
2.2	Termination	3
2.3	Notice and Effect of Termination	4
2.4	Exclusive Negotiations	4
3.	REPRESENTATIONS AND WARRANTIES OF THE CORPORATIONS AND 
THE SHAREHOLDER	4
3.1	Organization, Standing and Qualification	4
3.2	Capitalization	5
3.3	All Stock Being Acquired	5
3.4	Authority for Agreement	5
3.5	No Breach or Default	5
3.6	Subsidiaries	6
3.7	Financial Statements	6
3.8	Liabilities	6
3.9	Accurate and Complete Records	7
3.10	Permits and Licenses	8
3.11	Certain Receivables	9
3.12	Fixed Assets and Real Property	10
3.13	Related Party Transactions	11
3.14	Contracts and Agreements; Adverse Restrictions	11
3.15	Insurance	11
3.16	Personnel	12
3.17	Benefit Plans and Union Contracts	12
3.18	Taxes	13
3.19	Copies Complete; Required Consents	14
3.20	Customers, Billings, Current Receipts and 
Receivables	14
3.21	No Change With Respect to the Corporations	15
3.22	Closing Date Debt; Effective Date Current Assets 
and Effective Date Current Liabilities	16
3.23	Bank Accounts	17
3.24	Compliance With Laws	17
3.25	Powers of Attorney	18
3.26	Underground Storage Tanks	19
3.27	Patents, Trademarks, Trade Names, etc	19
3.28	Assets, etc., Necessary to Business	20
3.29	Condemnation	20
3.30	Suppliers and Customers	20
3.31	Absence of Certain Business Practices	20
3.32	No Misleading Statements	20
3.33	Brokers; Finders	21
3.34	S Corporation Matters	21
4.	REPRESENTATIONS AND WARRANTIES OF WCI	21
4.1	Existence and Good Standing	21
4.2	No Contractual Restrictions	21
4.3	Authorization of Agreement	21
4.4	Governmental Authorities; Consents	21
4.5	No Misleading Statements	22
4.6	Brokers; Finders	22
5.	COVENANTS FROM SIGNING TO CLOSING DATE	22
5.1	Operations	22
5.2	No Change	23
5.3	Obtain Consents	24
5.4	Access; Confidential Information	24
5.5	Control of the Corporations' Operations	24
5.6	Acquisition Transactions	25
6.	CONDITIONS PRECEDENT TO OBLIGATION OF WCI TO CLOSE	25
6.1	Representations and Warranties	25
6.2	Conditions	25
6.3	No Material Adverse Change	25
6.4	Certificates	25
6.5	No Litigation	26
6.6	Other Deliveries	26
6.7	Necessary Consents	26
6.8	HSR Waiting Period	26
6.9	Title Insurance	26
7.	CONDITIONS PRECEDENT TO OBLIGATION OF THE SHAREHOLDER 
AND THE CORPORATION TO CLOSE	26
7.1	Representations and Warranties	26
7.2	Conditions	26
7.3	Certificate	26
7.4	No Litigation	27
7.5	Other Deliveries	27
7.6	Necessary Consents	27
7.7	HSR Waiting Period	27
8.	CLOSING DELIVERIES	27
8.1	WCI Deliveries	27
8.2	Shareholder Deliveries	27
9.	ADDITIONAL COVENANTS OF WCI, THE CORPORATION AND THE 
SHAREHOLDER	28
9.1	No Delay	28
9.2	Release of Guaranties	28
9.3	Release of Security Interests	29
9.4	Confidentiality	29
9.5	Brokers and Finders Fees	29
9.6	Taxes	29
9.7	Short Year Tax Returns	29
9.8	General Release by the Shareholder	30
9.9	Certain Tax Matters	30
9.10	Agreement to Cooperate	31
9.11	Notification of Certain Matters	31
9.12	Employees	32
9.13	NonCompetition Agreement	32
10.	INDEMNIFICATION	32
10.1	Indemnity by the Shareholder	32
10.2	Limitations on the Shareholder's Indemnities	34
10.3	Notice of Indemnity Claim	35
10.4	Liability for Breaches of Representations and 
Warranties	36
10.5	No Exhaustion of Remedies; Subrogation; Right of 
Set Off	36
11.	OTHER POST-CLOSING COVENANTS OF THE SHAREHOLDER AND WCI	37
11.1	Restrictive Covenants	37
11.2	Rights and Remedies Upon Breach	39
12.	GENERAL	40
12.1	Additional Conveyances	40
12.2	Assignment	40
12.3	Public Announcements	40
12.4	Counterparts	40
12.5	Notices	41
12.6	Attorneys' Fees	41
12.7	Applicable Law	41
12.8	Payment of Fees and Expenses	41
12.9	Incorporation by Reference	42
12.10	Captions	42
12.11	Number and Gender of Words; Corporations	42
12.12	Entire Agreement	42
12.13	Waiver	42
12.14	Construction	42
12.15	Disclosure Schedules	42
13.	GLOSSARY	43



EXHIBIT 99.1



Waste Connections, Inc. Announces Definitive Agreement with Major 
Regional Landfill and Transfer Station Companies


Roseville, California

Waste Connections, Inc. (NASDAQ: WCNX) announces today that it 
has signed a definitive agreement to acquire ownership of 
Columbia Resource Co, L.P. and Finley Buttes L.P.  Columbia 
Resource Co. operates two transfer stations in Clark County 
Washington.  Finley Buttes is one of the largest regional 
landfills in the Pacific Northwest with over 200 years of 
capacity at current rates.  Combined annual revenue of the two 
operations is approximately $23 million.

The transaction is structured as an all cash for stock purchase, 
however terms of the transaction are not being disclosed.  
Closing is subject to clearance under the Hart Scott Rodino Act 
by the Federal Trade Commission and the Department of Justice, 
and other usual and customary closing conditions, including local 
governmental approval.  

Ron J. Mittelstaedt, President and CEO said: "CRC and Finley 
Buttes represent highly strategic assets for Waste Connections.  
With the addition of these companies, Waste Connections becomes 
vertically integrated in its most important marketplace and can 
immediately internalize over 600 tons per day.  In addition, we 
now have no exposure to changes in either the ownership of this 
landfill or changes in the Washington regulatory structure.  We 
plan to integrate additional volumes into these facilities over 
the next quarter.  With the addition of a major regional disposal 
facility, Waste Connections is now a significant fully integrated 
presence in the Pacific Northwest."
"Waste Connections, Inc. 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 serves more than 300,000 commercial, 
industrial and residential customers.  Waste Connections, Inc. 
was founded in September 1997 and is headquartered in Roseville, 
California.

This press release contains forward-looking statements that 
involve risks and uncertainties. Among the important factors that 
could cause actual results to differ materially from those 
indicated by such forward- looking statements are the Company's 
limited operating history, ability to manage growth, the ability 
to identify, acquire and integrate acquisition targets, the 
potential inability to finance the Company's growth, dependence 
on management, and the other risk factors detailed from time to 
time in the Company's periodic reports and registration 
statements filed with the Securities and Exchange Commission.

2/16/99

CONTACT: 

Waste Connections, Inc., (916) 772-2221 
Steven F. Bouck
Chief Financial Officer


EXHIBIT 99.2




WASTE CONNECTIONS ANNOUNCES CLOSING OF $25 MILLION OF ACQUISITION 
REVENUE AND EXPANSION OF CREDIT FACILITY TO $225 MILLION


ROSEVILLE, CA, April 5, 1999 - Waste Connections, Inc. 
(NASDAQ:WCNX) announces today that it has closed on the 
acquisitions of fourteen companies with annualized revenues of 
approximately $25 million, including the previously pending 
acquisition of Columbia Resource Corporation ("CRC") and Finley 
Buttes Landfill.  The transactions, with the exception of CRC and 
Finley Buttes, consist of tuck-in acquisitions to the Company's 
existing operations.  They include three collection companies in 
Utah with approximately $4.2 million in annual revenues, two 
collection companies in Oregon with approximate annual revenues 
of $600,000, four collection companies in Nebraska with 
approximate annual revenues of $2.1 million, two collection 
companies in Kansas with approximate annual revenues of $400,000 
and two collection companies in South Dakota with approximate 
annual revenues of $2.5 million.   As previously announced, the 
acquisition of CRC and the Finley Buttes regional landfill 
vertically integrates the Company in its largest market of 
Southern Washington.

In addition, Waste Connections is also announcing today that it 
has closed a new $225 million, five year revolving credit 
facility with a syndicate of ten banks, led by BankBoston N.A. 
The new revolving credit facility modifies certain covenants and 
provides more flexibility with respect to acquisitions.

Ronald J. Mittelstaedt, President and Chief Executive Officer of 
Waste Connections, Inc. said, "The impact of CRC and Finely 
Buttes to the development of the Company cannot be underestimated 
- - - this was a very strategic acquisition for Waste Connections.  
In addition, the other transactions represent what we consider to 
be a normal profile for our Company: Small tuck-in acquisitions 
in the secondary markets of the Western U.S with a high 
percentage of exclusive revenues.  These transactions bring the 
Company's current annualized revenue to approximately $150 
million.  With the closing of this approximately $25 million in 
acquisition revenues and the previously announced closing of the 
Murrey's Companies on January 19th, 1999, the Company actually 
closed approximately $60 million of revenue in the first quarter 
of 1999.  Our acquisition backlog continues to be brisk as we 
move forward into the second quarter.  We're extremely pleased 
with the expansion of our credit facility as it allows us to 
continue to pursue our acquisition based growth strategy."

Waste Connections, Inc. 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 serves more than 315,000 commercial, 
industrial and residential customers.  Waste Connections, Inc. 
was founded in September 1997 and is headquartered in Roseville, 
California.

The matters discussed in this news release include certain 
forward-looking statements that involve specific risks and 
uncertainties, which could cause actual results to differ 
materially from those forward-looking statements, including the 
risks and uncertainties detailed in the Company's filings with 
the Securities and Exchange Commission.  The Company makes no 
commitment to disclose any revisions to forward-looking 
statements, or any facts, events or circumstances after the date 
of this release that may bear upon forward-looking statements.


CONTACT: 


Waste Connections, Inc. (916) 772-2221 	
Steven F. Bouck			
Chief Financial Officer			



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