Casella Waste Systems, Inc.



                    9.75% Senior Subordinated Notes due 2013



                      unconditionally guaranteed as to the

                         payment of principal, premium,

                             if any, and interest by



               the Guarantors listed on the signature pages hereof



                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT



                                                                February 2, 2004



Goldman, Sachs & Co.,

  As Representative of the several Purchasers

  named in Schedule I to the Purchase Agreement

c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004



Ladies and Gentlemen:



          Casella Waste Systems, Inc., a Delaware corporation (the "COMPANY"),

proposes to issue and sell to the Purchasers (as defined herein) upon the terms

set forth in the Purchase Agreement (as defined herein) $45,000,000 aggregate

principal amount of its 9.75% Senior Subordinated Notes due 2013, which are

unconditionally guaranteed by the subsidiaries of the Company listed on the

signature pages hereof. As an inducement to the Purchasers to enter into the

Purchase Agreement and in satisfaction of a condition to the obligations of the

Purchasers thereunder, the Company agrees with the Purchasers for the benefit of

holders (as defined herein) from time to time of the Registrable Securities (as

defined herein) as follows:



          1.   CERTAIN DEFINITIONS. For purposes of this Exchange and

Registration Rights Agreement, the following terms shall have the following

respective meanings:



          The term "BROKER-DEALER" shall mean any broker or dealer registered

     with the Commission under the Exchange Act.



          "BLACKOUT PERIOD" shall have the meaning set forth in Section 2(c)

     hereof.



          "CLOSING DATE" shall mean the date on which the Securities are

     initially issued.



          "COMMISSION" shall mean the United States Securities and Exchange

     Commission, or any other federal agency at the time administering the

     Exchange Act or the Securities Act, whichever is the relevant statute for

     the particular purpose.



          "EFFECTIVE TIME," in the case of (i) an Exchange Registration, shall

     mean the time and date as of which the Commission declares the Exchange

     Registration Statement ef-



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     fective or as of which the Exchange Registration Statement otherwise

     becomes effective and (ii) a Shelf Registration, shall mean the time and

     date as of which the Commission declares the Shelf Registration

     Statement effective or as of which the Shelf Registration Statement

     otherwise becomes effective.



          "ELECTING HOLDER" shall mean any holder of Registrable Securities that

     has returned a completed and signed Notice and Questionnaire to the Company

     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.



          "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, or any

     successor thereto, as the same shall be amended from time to time.



          "EXCHANGE OFFER" shall have the meaning assigned thereto in Section

     2(a) hereof.



          "EXCHANGE REGISTRATION" shall have the meaning assigned thereto in

     Section 3(c) hereof.



          "EXCHANGE REGISTRATION STATEMENT" shall have the meaning assigned

     thereto in Section 2(a) hereof.



          "EXCHANGE SECURITIES" shall have the meaning assigned thereto in

     Section 2(a) hereof.



          "GUARANTORS" shall have the meaning assigned thereto in the Indenture.



          The term "HOLDER" shall mean each of the Purchasers and other persons

     who acquire Registrable Securities from time to time (including any

     successors or assigns), in each case for so long as such person owns any

     Registrable Securities.



          "INDENTURE" shall mean the Indenture, dated as of January 24, 2003,

     between the Company, the Guarantors and U.S. Bank National Association, as

     Trustee, as the same shall be amended from time to time.



          "LIQUIDATED DAMAGES" shall have the meaning assigned thereto in

     Section 2(d) hereof.



          "NOTICE AND QUESTIONNAIRE" means a Notice of Registration Statement

     and Selling Securityholder Questionnaire substantially in the form of

     Exhibit A hereto.



          The term "PERSON" shall mean a corporation, association, partnership,

     organization, limited liability company, business, individual, government

     or political subdivision thereof or governmental agency.



          "PURCHASE AGREEMENT" shall mean the Purchase Agreement, dated as of

     January 22, 2004, among the Purchasers, the Guarantors and the Company

     relating to the Securities.



          "PURCHASERS" shall mean the Purchasers named in Schedule I to the

     Purchase Agreement.



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          "REGISTRABLE SECURITIES" shall mean the Securities; provided, however,

     that a Security shall cease to be a Registrable Security when (i) in the

     circumstances contemplated by Section 2(a) hereof, the Security has been

     exchanged for an Exchange Security in an Exchange Offer as contemplated in

     Section 2(a) hereof (provided that any Exchange Security that, pursuant to

     the last two sentences of Section 2(a), is included in a prospectus for use

     in connection with resales by broker-dealers shall be deemed to be a

     Registrable Security with respect to Sections 5, 6 and 9 until resale of

     such Registrable Security has been effected within the 180-day period

     referred to in Section 2(a)); (ii) in the circumstances contemplated by

     Section 2(b) hereof, a Shelf Registration Statement registering such

     Security under the Securities Act has been declared or becomes effective

     and such Security has been sold or otherwise transferred by the holder

     thereof pursuant to and in a manner contemplated by such effective Shelf

     Registration Statement; (iii) such Security is sold pursuant to Rule 144

     under circumstances in which any legend borne by such Security relating to

     restrictions on transferability thereof, under the Securities Act or

     otherwise, is removed by the Company or pursuant to the Indenture; (iv)

     such Security is eligible to be sold pursuant to paragraph (k) of Rule144;

     or (v) such Security shall cease to be outstanding.



          "REGISTRATION DEFAULT" shall have the meaning assigned thereto in

     Section 2(d) hereof.



          "REGISTRATION EXPENSES" shall have the meaning assigned thereto in

     Section 4 hereof.



          "RESALE PERIOD" shall have the meaning assigned thereto in Section

     2(a) hereof.



          "RESTRICTED HOLDER" shall mean (i) a holder that is an affiliate of

     the Company within the meaning of Rule 405, (ii) a holder who acquires

     Exchange Securities outside the ordinary course of such holder's business,

     (iii) a holder who has arrangements or understandings with any person to

     participate in the Exchange Offer for the purpose of distributing Exchange

     Securities and (iv) a holder that is a broker-dealer, but only with respect

     to Exchange Securities received by such broker-dealer pursuant to an

     Exchange Offer in exchange for Registrable Securities acquired by the

     broker-dealer directly from the Company.



          "RULE 144," "RULE 405" and "RULE 415" shall mean, in each case, such

     rule promulgated under the Securities Act (or any successor provision), as

     the same shall be amended from time to time.



          "SECURITIES" shall mean, collectively, the 9.75% Senior Subordinated

     Notes due 2013 of the Company to be issued and sold to the Purchasers

     pursuant to the Purchase Agreement, and securities issued in exchange

     therefor or in lieu thereof pursuant to the Indenture. Each Security is

     entitled to the benefit of the guarantees provided for in the Indenture

     (the "GUARANTEES") and, unless the context otherwise requires, any

     reference herein to a "SECURITY," an "EXCHANGE SECURITY" or a "REGISTRABLE

     SECURITY" shall include a reference to the related Guarantees.



          "SECURITIES ACT" shall mean the Securities Act of 1933, or any

     successor thereto, as the same shall be amended from time to time.



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<Page>



          "SHELF REGISTRATION" shall have the meaning assigned thereto in

     Section 2(b) hereof.



          "SHELF REGISTRATION STATEMENT" shall have the meaning assigned thereto

     in Section 2(b) hereof.



          "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939, or

     any successor thereto, and the rules, regulations and forms promulgated

     thereunder, all as the same shall be amended from time to time.



          Unless the context otherwise requires, any reference herein to a

"Section" or "clause" refers to a Section or clause, as the case may be, of this

Exchange and Registration Rights Agreement, and the words "herein," "hereof" and

"hereunder" and other words of similar import refer to this Exchange and

Registration Rights Agreement as a whole and not to any particular Section or

other subdivision.



          2.   REGISTRATION UNDER THE SECURITIES ACT.



          (a)  Except as set forth in Section 2(b) below, the Company and the

Guarantors agree to file under the Securities Act, as soon as practicable, but

no later than 90 days after the Closing Date, a registration statement relating

to an offer to exchange (such registration statement, the "EXCHANGE REGISTRATION

STATEMENT", and such offer, the "EXCHANGE OFFER") any and all of the Securities

for a like aggregate principal amount of debt securities issued by the Company

and guaranteed by the Guarantors, which debt securities and guarantees are

substantially identical to the Securities and the related Guarantees,

respectively (and are entitled to the benefits of a trust indenture which is

substantially identical to the Indenture or is the Indenture and which has been

qualified under the Trust Indenture Act), except that they have been registered

pursuant to an effective registration statement under the Securities Act and do

not contain provisions for the liquidated damages contemplated in Section 2(d)

below (such new debt securities hereinafter called "EXCHANGE SECURITIES"). The

Company agrees to use its reasonable best efforts to cause the Exchange

Registration Statement to become effective under the Securities Act as soon as

practicable, but no later than 180 days after the Closing Date. The Company

agrees that it shall cause the Exchange Offer to be registered under the

Securities Act on the appropriate form and to comply with all applicable tender

offer rules and regulations under the Exchange Act. The Company further agrees

to use its best efforts to commence and complete the Exchange Offer promptly,

but no later than 45 days after such registration statement has become

effective, hold the Exchange Offer open for at least 30 days and exchange

Exchange Securities for all Registrable Securities that have been properly

tendered and not withdrawn on or prior to the expiration of the Exchange Offer.

The Exchange Offer will be deemed to have been "completed" only if the debt

securities and related guarantees received by holders other than Restricted

Holders in the Exchange Offer for Registrable Securities are, upon receipt,

transferable by each such holder without need for further compliance with

Section 5 of the Securities Act (except for the requirement to deliver a

prospectus included in the Exchange Registration Statement applicable to resales

by broker-dealers of Exchange Securities received by such broker-dealer pursuant

to an Exchange Offer in exchange for Registrable Securities other than those

acquired by the broker-dealer directly from the Company) and without material

restrictions under the blue sky or securities laws of a substantial majority of

the States of the United States of America. The Exchange Offer shall be deemed

to have been completed upon the earlier to occur of (i) the Company having

exchanged the Exchange Securities for all outstanding Registrable Securities

pursuant to the Exchange Offer and (ii) the Company having



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<Page>



exchanged, pursuant to the Exchange Offer, Exchange Securities for all

Registrable Securities that have been properly tendered and not withdrawn before

the expiration of the Exchange Offer, which shall be on a date that is at least

30 days following the commencement of the Exchange Offer. The Company agrees (x)

to include in the Exchange Registration Statement a prospectus for use in any

resales by any holder of Exchange Securities that is a broker-dealer (where such

Exchange Security was received by a broker-dealer in an Exchange Offer in

exchange for a Registrable Security that was acquired by such broker-dealer for

its own account as a result of market-making or other trading activities, so

long as such Registrable Security was not acquired directly from the Company or

an affiliate of the Company) and (y) to keep such Exchange Registration

Statement effective for a period (the "RESALE PERIOD") beginning when Exchange

Securities are first issued in the Exchange Offer and ending upon the earlier of

the expiration of the 180th day after the Exchange Offer has been completed or

such time as such broker-dealers no longer own any Registrable Securities. With

respect to such Exchange Registration Statement, such holders shall have the

benefit of the rights of indemnification and contribution set forth in Sections

6(a), (c), (d) and (e) hereof.



          (b)  If (i) on or prior to the time the Exchange Offer is completed

existing Commission interpretations are changed such that the debt securities or

the related guarantees received by holders other than Restricted Holders in the

Exchange Offer for Registrable Securities are not or would not be, upon receipt,

transferable by each such holder without need for further compliance with

Section 5 of the Securities Act (except for the requirement to deliver a

prospectus included in the Exchange Registration Statement applicable to resales

by broker-dealers of Exchange Securities received by such broker-dealer pursuant

to an Exchange Offer in exchange for Registrable Securities other than those

acquired by the broker-dealer directly from the Company), (ii) the Exchange

Offer has not been completed within 210 days following the Closing Date or (iii)

the Exchange Offer is not available to any holder of the Securities and such

holder notifies the Company in writing prior to the 210th day following the

Closing Date (A) that it is prohibited by law or Commission policy from

participating in the Exchange Offer, (B) that it may not resell the Exchange

Securities acquired by it in the Exchange Offer to the public without delivering

a prospectus and the prospectus contained in the Exchange Registration Statement

is not appropriate or available for such resales or (C) that it is a

broker-dealer and owns Registrable Securities acquired directly from the Company

or an affiliate of the Company, the Company shall, in lieu of (or, in the case

of clause (iii), in addition to) conducting the Exchange Offer contemplated by

Section 2(a), file under the Securities Act as soon as practicable, but no later

than 60 days after the time such obligation to file arises, a "shelf"

registration statement providing for the registration of, and the sale on a

continuous or delayed basis by the holders of, all of the Registrable

Securities, pursuant to Rule 415 or any similar rule that may be adopted by the

Commission (such filing, the "SHELF REGISTRATION" and such registration

statement, the "SHELF REGISTRATION STATEMENT"). The Company agrees to use its

reasonable best efforts (x) to cause the Shelf Registration Statement to become

or be declared effective no later than 120 days after such Shelf Registration

Statement is filed and to keep such Shelf Registration Statement continuously

effective for a period ending on the earlier of the second anniversary of the

Effective Time or such time as there are no longer any Registrable Securities

outstanding, provided, however, that no holder shall be entitled to be named as

a selling securityholder in the Shelf Registration Statement or to use the

prospectus forming a part thereof for resales of Registrable Securities unless

such holder is an Electing Holder who agrees to be bound by all of the

provisions of this Agreement applicable to such holder, and (y) after the

Effective Time of the Shelf Registration Statement, promptly upon the request of

any holder of Registrable Securities that is not then an Electing Holder, to

take any action reasonably necessary to enable such holder to use the prospectus

forming a part thereof for resales of Registra-



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<Page>



ble Securities, including, without limitation, any action necessary to

identify such holder as a selling securityholder in the Shelf Registration

Statement, provided, however, that nothing in this Clause (y) shall relieve

any such holder of the obligation to return a completed and signed Notice and

Questionnaire to the Company in accordance with Section 3(d)(iii) hereof. The

Company further agrees to supplement or make amendments to the Shelf

Registration Statement, as and when required by the rules, regulations or

instructions applicable to the registration form used by the Company for such

Shelf Registration Statement or by the Securities Act or rules and

regulations thereunder for shelf registration, and the Company agrees to

furnish to each Electing Holder copies of any such supplement or amendment

prior to its being used or promptly following its filing with the Commission.



          (c)  Notwithstanding the foregoing, the Company, upon advising the

Purchasers in writing, may, pursuant to the advice of outside counsel to the

Company, delay the filing or effectiveness of any Exchange Registration

Statement or Shelf Registration Statement (if not then filed or effective, as

applicable) or suspend, or otherwise fail to maintain, the effectiveness

thereof, for a period (the "BLACKOUT PERIOD") not to exceed an aggregate of 60

days in any twelve consecutive month period in the event that (1) the Board of

Directors of the Company reasonably and in good faith determines that the

premature disclosure of a material event at such time would have a material

adverse effect on the Company's business, operations or prospects or (2) the

disclosure otherwise relates to a material business transaction which has not

been publicly disclosed and the Board of Directors of the Company reasonably and

in good faith determines that any such disclosure would jeopardize the success

of such transaction; PROVIDED, that, upon the termination of such Blackout

Period, the Company promptly shall advise the Purchasers that such Blackout

Period has been terminated.



          (d)  In the event that (i) the Company has not filed the Exchange

Registration Statement or Shelf Registration Statement on or before the date on

which such registration statement is required to be filed pursuant to Section

2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or

Shelf Registration Statement has not become effective or been declared effective

by the Commission within 180 days after the Closing Date (in the case of Section

2(a)) or 120 days after the Shelf Registration Statement is filed (in the case

of Section 2(b)), or (iii) the Exchange Offer has not been completed within 45

days after the initial effective date of the Exchange Registration Statement

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