THE COMMONWEALTH OF MASSACHUSETTS

                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

                         MICHAEL J. CONNOLLY, SECRETARY

                    ONE ASHBURTON PLACE, BOSTON, MASS. 02108

                            ARTICLES OF ORGANIZATION

                              (UNDER G.L. CH. 156B)

                                  INCORPORATORS



     NAME                                         POST OFFICE ADDRESS



INCLUDE GIVEN NAME IN FULL IN CASE OF NATURAL PERSONS: IN CASE OF A CORPORATION,

GIVE STATE OF INCORPORATION.



      Mark Paulino                    109 Bartholomew Street

                                      Peabody, MA





     The above-named incorporator(s) do hereby associate (themselves) with the

intention of forming a corporation under the provisions of General Laws, Chapter

156B and hereby state(s):



     1    The name by which the corporation shall be known is:



               REGIONAL WASTE SERVICES, INC.



     2.   The purpose for which the corporation is formed is as follows:



          See Section 2A attached hereto and incorporated herein by reference.



87 146069





Note: If the space provided under any article or item on this form is

insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of

paper leaving a left hand margin of at least ' inch for binding. Additions to

more than one article may be continued on a single sheet so long as each article

requiring each such addition is clearly indicated.



/s/ [ILLEGIBLE]

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

 Examiner



/s/ [ILLEGIBLE]

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

 Name Approved



    C     / /

    P     /X/

    M     / /

   R.A.   / /



/s/ [ILLEGIBLE]

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

 P.C.



       DO NOT USE PHOTOCOPIES - ORIGINALS ONLY WILL BE ACCEPTED FOR FILING



NOTE: ONCE DOCUMENT IS ACCEPTED AND FILED, CHANGES MUST BE BY AMENDMENT OR

CERTIFICATE OF CHANGE ONLY



<Page>



3.   The total number of shares and the par value, if any, of each class of

    stock within the corporation is authorized as follows:



<Table>

<Caption>

                            WITHOUT PAR VALUE                WITH PAR VALUE

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

                                                                    PAR

         CLASS OF STOCK     NUMBER OF SHARES    NUMBER OF SHARES   VALUE       AMOUNT

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

            <S>                 <C>             <C>                <C>      <C>

            Preferred                                                       $



            Common                              150,000            $ 0.10   $  15,000.00

</Table>



*4.  If more than one class is authorized, a description of each of the

    different classes of stock with, if any, the preferences, voting powers,

    qualifications, special or relative rights or privileges as to each class

    thereof and any series now established:



               None



*5.  The restrictions, if any, imposed by the Articles of Organization upon the

    transfer of shares of stock of any class are as follows:



     See Section 5A attached hereto and incorporated herein by reference



*6.  Other lawful provisions, if any, for the conduct and regulation of business

    and affairs of the corporation, for its voluntary dissolution, or for

    limiting, defining, or regulating the powers of the corporation, or of its

    directors or stockholders, or of any class of stockholders



     See Section 6A attached hereto and incorporated herein by reference.



*If there are no provisions state "None".



<Page>



SECTION 2A



          To conduct a corporate business for the purpose of rendering services

of any and all types, nature and description having to do with: establishing,

owning, buying, selling, operating and managing waste hauling and waste disposal

companies and related entities; owning, leasing, operating and managing

landfills, transfer stations, incinerators and any other facilities used in

connection with waste hauling and waste disposal; owning, leasing and operating

equipment, trucks, machines and other vehicles used in conjunction with waste

hauling and waste disposal; in general to carry on the business of incidental to

or usual to such business; to do all the foregoing business at wholesale or

retail; to acquire, hold, buy, sell, lease and convey real estate for the

purposes of the business, to buy, acquire, control, hold and dispose of shares

of stock, bonds and other evidences of indebtedness of corporations and stock

companies and to pay for the same in cash or in property or by the issuance of

thereto all the rights, powers and privileges of ownership and to exercise all

voting powers thereon; to do all things incidental, necessary and appurtenant to

the accomplishment of the foregoing business.



          And to do any and all things of a like or similar nature of every

description without exception in order to develop and operate said business,

including, but not limited to, promoting, marketing and advertising the various

services and products of the corporation.



          To purchase, hold and reissue shares of its own capital stock.



          To enter into transactions and incur such indebtedness as may be

necessary or incidental to the business of the corporation with any persons,

corporations, cities, towns or states.



          To purchase or otherwise acquire, to hold, own, mortgage, sell, erect,

maintain, operate, lease, convey or otherwise dispose of real or personal

property of every class and description in any state in the Union, incidental to

the business.



          To build, construct, erect, purchase, lease, hire, exchange for or

otherwise return to account, to sell, convey, mortgage, or otherwise dispose of

any real estate or personal property, including the stock of this corporation,

and to pay therefor or accept in payment thereof, either wholly or partially any

property or rights, shares, bonds or other obligations, society or body politic;

and to exercise in respect to all such property, rights, shares, bonds or other

obligations of this or any other corporation, person, firm, association, society

or body politic all the rights, powers and privileges of individual



<Page>



owners thereof.



          To hire and employ agents, servants and employees, and to enter into

agreements of employment and collective bargaining agreements, and to act as

agent, contractor, trustee, factor or otherwise, either alone or in company of

others.



          To let concessions to others to do any of the things that this

corporation is empowered to do, and to enter into, make, perform and carry out,

contracts and arrangements of every kind and character with any person, firm,

association or corporation, or any government or authority or subdivision or

agency thereof.



          To subscribe for, purchase, invest in, hold, own, assign, pledge, and

otherwise dispose of shares of capital stock, bonds, mortgages, debentures,

notes and other securities, obligations, contracts, and evidences of

indebtedness of corporations, including for the purpose of constructing, owning,

operating or leasing and of corporations engaged in a like or similar business

and corporations whose funds are or may be invested in the shares of stock,

bonds, or other securities, of any corporations of the character herein before

described; to exercise, in respect to any such shares of stocks, bonds, and

other securities corporations, any and all rights, powers and privileges of

individual membership, including the right to vote, issue bonds and other

obligations for proper corporate purposes, and to do any and all acts and things

tending to increase the value of the property at any time held; to purchase,

acquire, hold, transfer, and dispose of stocks, bonds, and mortgages, notes or

other evidences of indebtedness, of any person or corporation, and to issue,

execute, deliver in exchange therefor its stocks, bonds or mortgages, notes and

other obligations, and to do all such other things helpful to the objects herein

set forth.



          To carry on any lawful business whatsoever that this corporation may

deem proper or convenient in connection with any of the foregoing purposes or

otherwise, or that it may deem calculated, directly or indirectly, to improve

the interests of this corporation, and to have and to exercise all powers

conferred by the laws of the Commonwealth of Massachusetts on corporations

formed under the laws pursuant to which and under which this corporation is

formed, as such laws are now in effect or may at any time hereafter be amended,

and to do any and all things hereinabove set forth to the same extent and as

fully natural persons might or could do, either alone or in connection with

other persons, firms, associations, partnerships, corporations and in any part

of the world.



          The foregoing statement of purposes shall be construed as a statement

of both purposes and powers, shall be liberally construed in aid of the powers

of this corporation, and the powers and purposes stated in each clause shall,

except where otherwise stated, be in no way limited or restricted by any term



<Page>



or provision or any other clause, and shall be regarded not only as independent

purposes, but the purposes and powers stated shall be construed distributively

as each object expressed, and the [ILLEGIBLE]as to specific powers shall not be

construed as to limit in any [ILLEGIBLE] aforesaid general powers but are in

furtherance of, [ILLEGIBLE] addition to and not in limitation of said general

powers.



<Page>



SECTION 5A



          Any holder of stock, including the heirs, administrators or executors

of a deceased stockholder (or their successors in office), or any trustees in

bankruptcy of a stockholder, assignee of a stockholder, or other officer having

the right to deal with the said shares by operation of law, and any holder of

stock for foreclosure of any pledge or hypothecation, desiring to sell, dispose

of or transfer any of the stock owned by him, her or them, shall first offer the

same to the corporation through its Board of Directors, in the following manner.

He or she shall notify the corporation through its Board of Directors of his or

her desire to sell, by a notice in writing addressed to the principal office of

the corporation, which notice shall contain the price at which he or she is

willing to sell, and the name of an arbitrator.



          The Directors shall, within thirty (30) days thereafter, either accept

the offer, or by a notice in writing, name a second arbitrator. In the event

that the corporation accepts the offer, the corporation shall have six (6)

months thereafter in which to pay for the stock, payments to be made as follows:

Twenty-five (25%) percent within thirty (30) days after notice of purchase to

the offeror by the Directors and fifteen (15%) percent every thirty (30) days

thereafter. In the event that the corporation defaults on the agreed upon

payment for the stock, then and in that event, the holder of stock shall have

the right to dispose of the same in any manner that he or she sees fit. The

initial arbitrator and the second arbitrator shall name a third arbitrator. In

the event the corporation does not accept the offer, it shall be the duty of the

arbitrators, or a majority of them, to ascertain the fair book value of the

stock as of the date of the offer, and if either party refuses to appear at the

hearing conducted by the arbitrators for that purpose, the arbitrators may act

in the absence of said party or parties. After determination of the fair book

value of the stock by the arbitrators, the corporation, through its Board of

Directors, may pay for the stock on the payment schedule herein set forth in the

amount of the valuation determined by the arbitrators. In the event that the

corporation, through its Board of Directors, elects not pay for the stock, then

and in that event, the holder of the stock shall have the right to dispose of

the same in any manner that he or she sees fit. In the event that the stock of

this corporation is acquired by the insolvency or bankruptcy of a Stockholder,

or by foreclosure of any pledge or hypothecation, or by an assignee, receiver,

or other officer, or in the event of the death of a Stockholder, the

corporation, through its Board of Directors, at its option any time within six

(6) months after the qualification of said trustee in bankruptcy, the

appointment of the said receiver, the sale by foreclosure, or the qualification

of the administrator or executor of the deceased Stockholder, may notify such

person or persons in writing to sell the stock to the



<Page>



corporation at a price fixed by the Board of Directors of the corporation. Such

notice shall also contain the name of an arbitrator. The person or persons so

notified by the corporation shall have thirty (30) days within which to

surrender the stock and be paid therefor by the corporation on the terms

hereinbefore stated. In the event that the said person or persons are not

satisfied with the price as set by the corporation, they shall notify the

corporation by a writing addressed to the principal office of the corporation,

notifying the corporation to that effect, and naming a second arbitrator. The

procedure thereafter shall be the same as if the stock were offered for sale to

the corporation by a Stockholder. In the event that the corporation purchases

the stock, the certificate shall be delivered to the corporation within thirty

(30) days after the notification by the corporation of its intention to accept

the offer to pay for the stock on the valuation set by the arbitrators. The

Board of Directors may, from time to time, waive the foregoing restrictions.

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