Ontario (Canada) corporation and an Affiliate of Buyer Parent and Buyers; Allied

Waste Industries, Inc., a Delaware corporation ("SELLER PARENT"); and the

Affiliates of Seller Parent set forth on EXHIBIT A ("SELLERS").



                                    RECITALS



         A. Sellers own and operate the collection and hauling operations,

transfer stations, landfills and recycling facilities identified opposite their

names on EXHIBIT A (collectively, the "BUSINESS").



         B. Buyers desire to purchase and acquire substantially all of the

assets, properties and contractual rights of Sellers used in connection with the

Business, and Sellers desire to sell such assets, properties and contractual

rights to Buyers, all in accordance with the terms and conditions set forth in

this Agreement.



         C. Sellers and the Partnership own the real property described on

EXHIBIT B-1 as "Owned Land" (the "OWNED LAND") and lease the real property

described on EXHIBIT B-2 as "Leased Land" (the "LEASED LAND" and, together with

the "OWNED LAND", the "LAND").



         D. Seller Parent owns (directly or indirectly) all of the issued and

outstanding shares of the capital stock of Sellers.



         E. Buyers and Buyer Parent are unwilling to enter into this Agreement

without the covenants and promises of Seller Parent set forth herein.



         F. Seller Parent desires that Sellers sell such assets, properties and

contractual rights to Buyers upon the terms and subject to the conditions set

forth in this Agreement and, in order to induce Buyers to enter into this

Agreement, is willing to make the covenants and promises set forth herein.



         G. As of the date hereof, Capital owns (directly or indirectly) all of

the issued and outstanding shares of the capital stock of Buyer Parent and

Buyers. Following the US Reorganization Transaction, Buyer Parent will own

(directly or indirectly) all of the issued and outstanding shares of the capital

stock of Capital and Buyers.



         H. Sellers and Seller Parent are unwilling to enter into this Agreement

without the covenants and promises of Buyer Parent and Capital set forth herein.



         I. Buyer Parent and Capital desire that Buyers purchase and acquire

substantially all of the assets, properties and contractual rights of Sellers

used in connection with the Business upon the terms and subject to the

conditions set forth in this Agreement and, in order to induce Sellers and

Seller Parent to enter into this Agreement, are willing to make the covenants

and promises set forth herein.



         J. Except as the context otherwise requires, capitalized terms used in

this Agreement shall have the meanings assigned to them in EXHIBIT C.







<PAGE>



         NOW, THEREFORE, in consideration of the mutual promises and covenants

herein contained and other good and valuable consideration, received to the full

satisfaction of each of them, the parties hereby agree as follows:



                                   ARTICLE I



                                 SALE OF ASSETS



         1.1 SALE OF ASSETS BY SELLERS. On the terms and subject to the

conditions set forth in this Agreement, at the Closing, Sellers shall grant,

convey, sell, transfer and assign to Buyers, and Buyers shall purchase from

Sellers, all of Sellers' right, title and interest in and to the properties,

assets, rights, licenses, permits and contracts, wherever located, whether

tangible or intangible, real, personal or mixed, in each case that are used,

owned by, leased by or in the possession of Sellers principally in connection

with the Business, whether or not reflected on the books and records of Sellers

(the collective assets, properties, rights, licenses, permits and contracts to

be transferred by Sellers pursuant hereto are referred to collectively herein as

the "ASSETS"), free and clear of all Encumbrances except Permitted Exceptions,

and including all right, title and interest of Sellers in, to and under the

following used, owned by, leased by or in the possession of Sellers principally

in connection with the Business (but excluding the Excluded Assets):



                  (a) the Land, including with respect to (i) the Leased Land,

all of Sellers' leasehold interests in and to the Leased Land and improvements

thereon, and (ii) the Owned Land, all structures, improvements, buildings,

fixtures, easements and mineral, water and irrigation rights and other

appurtenances and rights and interests relating thereto owned by Sellers;



                  (b) subject to SECTION 1.3, all Permits held by Sellers,

including the Permits listed on SCHEDULE 1.1(B);



                  (c) all Equipment, including the Equipment listed on SCHEDULE

1.1(C);



                  (d) all Rolling Stock, including the Rolling Stock described

on SCHEDULE 1.1(D);



                  (e) all computer hardware and transferable, non-proprietary

software programs used, or held for use, principally in connection with the

Business;



                  (f) all Inventory, including the Inventory listed on SCHEDULE

1.1(F);



                  (g) all intangible property owned by Sellers and used or held

for use principally in connection with the Business, including all trade

secrets, intellectual property rights, patents, copyrights, inventions, symbols,

trademarks, service marks, logos and trade names used or held for use

principally in connection with the Business and owned by Sellers, except

(subject to SECTION 4.1) those symbols, trademarks, service marks, logos and

trade names that include the names of or otherwise identify Seller Parent or

include the names "Allied," "Browning-Ferris" or "BFI" (the "RETAINED IP");



                  (h) all Real Estate Leases, Customer Contracts, Assumed

Leases, Employee Contracts, Other Contracts and other contracts principally

relating to the Business (collectively, the "ASSUMED CONTRACTS");



                  (i) the Business Names listed on SCHEDULE 1.1(I);







                                       2

<PAGE>



                  (j) the telephone number(s) used in the conduct of the

Business;



                  (k) all shop tools, nuts and bolts owned by Sellers and used

or held for use principally in connection with the Business;



                  (l) all recycling property, plant or equipment used or held

for use principally in connection with the Business, wherever located (including

any items located on a customer's site);



                  (m) all books and records relating to the Business, whether in

hard copy or computer format, including sales and promotional material, customer

lists and vendor lists and personnel records;



                  (n) to the extent relating to the Business, all prepaid

expenses and deposits, including any such expenses and deposits with respect to

leases, rentals and utilities;



                  (o) all Accounts Receivable of the Business;



                  (p) all furniture, fixtures and office equipment relating to

the Business;



                  (q) all of Sellers' claims pursuant to any representations,

warranties and guarantees made by suppliers, manufacturers, contractors and

other third Persons in connection with products or services purchased by or

furnished to the Business prior to the Closing;



                  (r) to the extent relating to the Business, all rights under

agreements with employees and other third Persons concerning confidentiality and

assignment of inventions;



                  (s) all goodwill of the Business;



                  (t) all of the general and limited partnership interests of

Jones Road Landfill and Recycling, Ltd. (the "PARTNERSHIP"); and



                  (u) all commodities and recycling inventories of the Business.



         Notwithstanding the foregoing, the transfer of Assets pursuant to this

Agreement shall not include the assumption of any Liability related to any Asset

or the Assets (other than the Assumed Liabilities).



         1.2 EXCLUDED ASSETS. The parties agree that certain assets of Sellers

shall remain the property of Sellers and shall not be sold to Buyers at the

Closing (the "EXCLUDED ASSETS"). Such Excluded Assets are as follows: (a) all

real property and all buildings on and fixtures to all real property of Sellers

not set forth on EXHIBIT B-1 or B-2; (b) all contracts and contract rights and

obligations of Sellers (whether oral or in writing) that do not relate

principally to the Business; (c) records which relate primarily to Excluded

Assets, Excluded Liabilities, or Taxes; (d) the stock and corporate record books

of Sellers; (e) the rights which accrue or will accrue to Sellers under this

Agreement; (f) all right, title and interest in and to any financial

responsibility, financial assurance or similar mechanisms required to be

maintained by owners or operators of landfill, transfer station or recycling

facilities under Applicable Laws; (g) any inter-company receivables from

Sellers, Seller Parent, or their Affiliates; (h) all present and future refunds

relating to Taxes of Sellers for periods prior to the Closing Date; (i) all

insurance policies and all rights with respect thereto; (j) all litigation

rights to which a Seller is plaintiff and all causes of action and claims of

every nature, kind and description; (k) all billing, route management and other

proprietary software programs and all other software programs that are not

transferable; (l) all petty and other cash







                                       3

<PAGE>



and cash equivalents on hand or in a bank; (m) all bank accounts; (n) all escrow

accounts; and (o) all properties, assets, rights, licenses, permits, and

contracts that are not used, owned by, leased by or in the possession of Sellers

principally in connection with the Business. With respect to any Excluded Assets

held by the Partnership, Seller Parent will cause the Partnership to distribute

or transfer such Excluded Assets to a Seller or an Affiliate before Closing.



         1.3 NON-ASSIGNMENT OF CERTAIN CUSTOMER CONTRACTS AND PERMITS.

Notwithstanding anything to the contrary in this Agreement, to the extent that

the sale or assignment hereunder of any Customer Contract, Assumed Lease or

Permit included within the Assets shall require the consent of any third Person,

neither this Agreement nor any action taken pursuant to its provisions shall

constitute an assignment or an agreement to assign if such assignment or

attempted assignment would constitute a breach thereof or be ineffective or

result in the loss or diminution thereof; provided, however, that in each such

case, Sellers and Buyers shall each use commercially reasonable efforts to

obtain the consent of such other party to such assignment to Buyers both before

and after the Closing. If any Customer Contract, Assumed Lease or Permit is not

assigned at the Closing, Sellers shall hire a Buyer as a subcontractor to

perform the obligations under such Customer Contracts, Assumed Leases and

Permits. Pursuant to the subcontractor relationship, such Buyer shall be

entitled to receive all payments due under such Customer Contracts, Assumed

Leases and Permits with respect to work performed after Closing, and such Buyer

shall bear all expenses incurred after Closing related to such work performed

after Closing under such subcontracts. In the event that a Customer Contract,

Assumed Lease or Permit included within the Assets does not permit a

subcontractor relationship, Buyers and Sellers shall execute at Closing such

documents as may be necessary to accomplish performance of the Customer

Contract, Assumed Lease or Permit while retaining for Buyers' account the

financial, accounting and economic results associated with such Customer

Contract, Assumed Lease or Permit.



                                   ARTICLE II



                                 PURCHASE PRICE



         2.1 PURCHASE PRICE.



                  (a) Subject to adjustment as provided in this ARTICLE II, the

purchase price for the Assets and the covenants of Seller Parent and Sellers

contained in ARTICLE XIII shall be $120,000,000 (the "PURCHASE PRICE"). The

Purchase Price shall be paid by Buyers as follows: (i) $7,500,000 (the

"DEPOSIT") by wire transfer of immediately available funds concurrently with the

execution of this Agreement; and (ii) subject to possible adjustment as provided

in SECTION 9.7, $112,500,000 by wire transfer of immediately available funds at

the Closing. The Purchase Price and all other dollar amounts contemplated by

this Agreement are stated in United States dollars, and all amounts payable

pursuant to this Agreement shall be paid in United States dollars.



                  (b) The following capitalized terms used in this Agreement

shall have the following meanings:



                           (i) "ADJUSTMENT AMOUNT" means an amount (which may be

positive or negative) equal to: (A) the amount of Net Working Capital as of

Closing, which amount may be positive or negative; MINUS (B) the agreed-upon

value of any Liabilities assumed by Buyers pursuant to SECTION 10.2(D)(IV).







                                       4

<PAGE>



                           (ii) "NET WORKING CAPITAL" means (A) the aggregate

current assets included within the Assets, LESS (B) the aggregate current

liabilities of Sellers assumed by Buyers under SECTION 10.2, in each case

determined in accordance with GAAP on a basis consistent with the balance sheet

dated December 31, 2002 included within the Sellers' Financial Statements.

Notwithstanding the foregoing, however: (A) any liabilities described in SECTION

10.2(D) shall not be deemed current liabilities; (B) the Stay-On Bonuses to be

paid by Buyers at the Closing shall not be deemed liabilities (current or

otherwise); (C) the prepaid deposits (current or otherwise) shall be deemed

current assets; (D) the commodities and recycling inventories shall be deemed

current assets and shall be valued according to fair market value; and (E)

current liabilities shall include a reserve for bad debts calculated on a basis

consistent with the bad debt reserve for the year ended December 31, 2002

included within the Sellers' Financial Statements.



         2.2 PURCHASE PRICE ADJUSTMENT.



                  (a) Within sixty (60) days after the Closing, Buyer Parent

shall prepare a computation of the Adjustment Amount as of the Closing Date and

deliver such computation to Seller Parent. If within twenty (20) days following

delivery of such computation Seller Parent does not deliver a written objection

thereto to Buyer Parent, then the Adjustment Amount shall be as reflected on the

computation provided pursuant to the preceding sentence. If Seller Parent timely

objects to the computation, then Buyer Parent and Seller Parent shall negotiate

in good faith and attempt to resolve their disagreement. Should such

negotiations not result in an agreement within twenty (20) days after delivery

of such written objection, then the matter shall be submitted to KPMG, LLP (the

"NEUTRAL AUDITOR"). All fees and expenses relating to the work, if any, to be

performed by the Neutral Auditor will be borne equally by Buyers and Sellers.

The Neutral Auditor will deliver to Buyer Parent and Seller Parent a written

determination (such determination to include a worksheet setting forth all

material calculations used in arriving at such determination and to be based

solely on information provided to the Neutral Auditor by Buyer Parent and Seller

Parent, or their respective Affiliates) of the disputed items within thirty (30)

days of receipt of the disputed items, which determination will be final,

binding and conclusive on the parties.



                  (b) Promptly following agreement on or delivery of the final,

binding and conclusive computation setting forth the Adjustment Amount, Buyer

Parent and Seller Parent shall account to each other as provided for in this

SECTION 2.2(B). If the Adjustment Amount is a positive number, then Buyers shall

pay Sellers a cash payment equal to such excess as an increase in the Purchase

Price. If the Adjustment Amount is a negative number, then Sellers shall pay

Buyers a cash payment equal to such deficit as a decrease in the Purchase Price.

Any such excess or deficit payment shall be due and payable within five (5) days

after the Adjustment Amount is determined pursuant to this SECTION 2.2 and shall

be payable in immediately available funds by wire transfer to an account

designated by Buyers or Sellers, as applicable, for such purpose.



         2.3 ALLOCATION OF PURCHASE PRICE. Within thirty (30) days following the

final determination of the Adjustment Amount, the parties shall negotiate in

good faith the allocation of the Purchase Price and the Assumed Liabilities

among the Assets. The parties agree to file (or cause to be filed) all Tax

returns (including amended Tax returns and claims for refund) in a manner

consistent with such allocation of the Purchase Price described in this SECTION

2.3, and shall use their commercially reasonable efforts to sustain such

allocation in any subsequent Tax audit or Tax dispute. The parties acknowledge

and agree that the allocation reflected in this SECTION 2.3 is intended to be

made in accordance with the requirements of Code Section 1060 and will be based

on the fair market value of the Assets as determined by arm's length

negotiations.







                                       5

<PAGE>



                                   ARTICLE III



                                     CLOSING



         3.1 TIME AND PLACE OF CLOSING.



                  (a) GENERALLY. Subject to SECTION 3.1(B), the purchase and

sale provided for in this Agreement (the "Closing") shall take place at the

offices of Fennemore Craig, P.C., 3003 North Central Avenue, Suite 2600,

Phoenix, Arizona 85012 at 9:00 a.m., local time, as promptly as practicable (but

in any event within ten (10) Business Days) following the date on which the last

of the conditions set forth in ARTICLE VIII and ARTICLE IX are fulfilled,

satisfied or waived or at such other time or place as the parties shall agree in

writing. The date on which the Closing occurs is herein referred to as the

"CLOSING DATE." From the date hereof through the Closing Date or the earlier

termination of this Agreement, Buyer Parent and its Affiliates shall not close

any acquisition of hauling assets in Florida involving more than $5,000,000 in

annual revenues from a single seller (or Affiliates of such seller).



                  (b) REAL ESTATE. At the Closing, the sale and conveyance of

the Owned Land shall be consummated through an escrow established at the Title

Company, although actual payment of the Purchase Price allocable to the Owned

Land shall not be paid through the escrow.



         3.2 DELIVERIES BY SELLERS AND SELLER PARENT. At the Closing, Sellers

and Seller Parent shall deliver or cause to be delivered to Buyers, all duly and

properly executed (where applicable):



                  (a) subject to SECTION 3.8, Deeds conveying to Buyers title to

each parcel of Owned Land subject only to the Permitted Exceptions and, for all

Leased Land, an Assignment, Assumption and Consent to Leased Land executed by

Sellers and the applicable landlord under the Real Estate Leases (if necessary);



                  (b) subject to SECTION 3.8, a standard owner's policy of title

insurance, or irrevocable commitment therefor, from the Title Company for each

parcel of Owned Land providing or agreeing to provide, as applicable, title

insurance in favor of Buyers in the amount determined for such parcel of Land in

accordance with SECTION 3.4(B), subject only to the Permitted Exceptions;



                  (c) a Bill of Sale;



                  (d) patent, trademark and copyright assignments, in form and

substance reasonably acceptable to Buyers and Sellers, providing for the

transfer of any patents, trademarks and copyrights included in the Assets;



                  (e) a receipt for the Purchase Price (as adjusted pursuant to

ARTICLE II);



                  (f) good standing certificates (i) with respect to Seller

Parent, the Partnership and Sellers, from their states of formation and (ii)

with respect to Sellers and the Partnership, from each state in which they own

any of the Assets or are carrying out the Business;



                  (g) sworn affidavits stating, under penalty of perjury, that

Sellers are not "foreign persons" as defined under the Code and other

appropriate evidence or documents (including any Tax clearance certificate or

similar document that may be required by any state Tax authority) necessary in

order to relieve Buyers of any obligation to withhold any portion of the

Purchase Price under Section 1445(a) of the Code or any other withholding

provision of any other Tax law;







                                       6

<PAGE>



                  (h) certified copies of resolutions of the boards of directors

of Sellers and the board of directors or executive committee of Seller Parent

authorizing the execution of this Agreement and the other documents and

agreements contemplated hereby, the sale of the Assets to Buyers, and the

consummation of the Transactions, along with incumbency certificates of Sellers

and Seller Parent;



                  (i) a National Account subcontract substantially in the form

of EXHIBIT D (the "NATIONAL ACCOUNT Subcontract");



                  (j) a letter from Seller Parent's lenders confirming that all

blanket liens on the Assets will be released concurrently with the Closing;



                  (k) a right of first refusal agreement substantially in the

form of EXHIBIT G (the "RIGHT OF FIRST REFUSAL AGREEMENT");



                  (l) the payment described in SECTION 15.6(C); and



                  (m) such other separate documents or instruments of sale,

assignment, or transfer as Buyers shall reasonably request, including titles and

registrations for the Rolling Stock.



         3.3 DELIVERIES BY BUYERS AND BUYER PARENT. At the Closing, Buyers and

Buyer Parent shall deliver or cause to be delivered to Sellers, all duly and

properly executed (where applicable):



                  (a) the portion of the Purchase Price to be paid at Closing as

provided in SECTION 2.1, by wire transfer of immediately available funds to such

account as shall have been specified in writing by Sellers to Buyers not less

than two (2) Business Days prior to Closing;



                  (b) certified copies of resolutions of the boards of directors

of Buyers, Buyer Parent and Capital authorizing the execution and delivery of

this Agreement and the other documents and agreements contemplated hereby and

the consummation of the Transactions, along with incumbency certificates of

Buyers, Buyer Parent and Capital;



                  (c) for all Leased Land, an Assignment, Assumption and Consent

to Leased Land;



                  (d) good standing certificates (i) with respect to Buyer

Parent and Buyers, from their states of incorporation and (ii) with respect to

Buyers, from each state in which they will own any of the Assets or carry out

the Business;



                  (e) the Buyers' Assumption Agreements;



                  (f) the National Account Subcontract;



                  (g) the Right of First Refusal Agreement;



                  (h) the Environmental Access Agreement with respect to the

Jones Road Landfill in substantially the form of EXHIBIT J; and



                  (i) such other separate documents or instruments of sale,

assignment, transfer or assumption as Sellers shall reasonably request.



         3.4 TITLE POLICIES AND DOCUMENTS.







                                       7

<PAGE>



                  (a) The parties acknowledge and agree that before the

execution of this Agreement, the Title Company delivered to Buyers and Buyers

delivered to Sellers the following: (i) a Title Commitment insuring fee simple

title in the name of Buyers for each parcel of Owned Land (except for a portion

of 6800 Osteen Road, New Port Richey, Florida and a portion of the Nassau

Landfill), and (ii) legible copies of the documents identified in Schedule B or

the requirements section of each Title Commitment. Within two (2) Business Days

after receipt of a written request from Buyers, Sellers shall execute and

deliver authorizations that may be sent by Buyers to governmental and other

public authorities that authorize such authorities to reveal to Buyers all

information, if any, in any files the authorities have on the Land, or any part

thereof, provided such authorizations do not authorize or request inspections

with respect to the Land. Except as expressly provided in SECTION 3.5, all costs

attributable to the issuance of the Title Commitments, any title searches, title

reports, standard owners' title policies, standard leasehold title policies,

endorsements, modifications to standard exceptions, and other title-related

costs shall be borne solely by Buyers and paid to the Title Company at the

Closing. Sellers agrees to execute all customary affidavits, in reasonable form,

and other reasonable documents, in order to permit the issuance of the title

policies and the requested endorsements, including (if applicable) a

"non-imputation" endorsement to the effect that title defects known to the

officers, directors, and stockholders of the owner prior to the Closing shall

not be deemed "facts known to the insured" for purposes of the policies.



                  (b) The value of the Land for title insurance, transfer tax,

documentary stamps and other relevant purposes will equal the fair value of each

parcel as determined by the relevant governmental assessor, as adjusted by the

multiplier covering such assessor, as determined by National Property Tax

Management, Inc.



         3.5 TITLE AND SURVEY REVIEW; PERMITTED EXCEPTIONS; OTHER TERMINATION

RIGHTS. Except as provided below, Buyers shall have thirty (30) days after the

execution of this Agreement to notify Sellers in writing of any Unpermitted

Exceptions for any parcel of Land. Buyers will deliver to Sellers all new Title

Commitments, all amendments to any Title Commitments, all new Surveys and any

updates to any Surveys within five (5) days after Buyers' receipt thereof. In

addition, if a new Title Commitment, an amendment to a Title Commitment, a new

Survey or an updated Survey is issued after the applicable thirty (30) day

period that discloses an Unpermitted Exception not previously disclosed, Buyers

shall provide notice of objection to such Unpermitted Exception to Sellers

within ten (10) days after receipt of the amendment to the Title Commitment or

new Survey or an update to the Survey, as applicable. If Buyers fails to timely

deliver an objection notice as required by the previous sentence, Buyers shall

be conclusively deemed to have approved the matter as of the last day of the

relevant objection period. Sellers shall have ten (10) days after notice of any

Unpermitted Exception is given by Buyers within which to give notice to Buyers

in writing as to whether Sellers elect to cure or insure around any such matter;

provided, however, that Sellers shall be required to cure, or insure around at

Sellers' expense, any monetary Unpermitted Exception (i.e., financing

Encumbrances and other monetary liens affecting the Land). Except with respect

to a monetary Unpermitted Exception, failure to notify Buyers in writing within

such period of their election to cure or insure around shall be deemed Sellers'

election not to cure or insure around. Buyers shall have five (5) days following

receipt of Sellers' notice or deemed notice electing not to cure or insure

around in which to (a) elect to waive their objection to any Unpermitted

Exception that Sellers do not elect to cure or insure around, or (b) remove the

affected parcel of Land from the Transactions (in which case the Purchase Price

shall be reduced by the value of such parcel as determined in accordance with

SECTION 3.4(b)). If Buyers fail to notify Sellers in writing of Buyers' election

within such five (5)-day period, Buyers shall be deemed to have elected in

accordance with (a) of the preceding sentence and such Unpermitted Exception

shall be







                                       8

<PAGE>



deemed a Permitted Exception. In addition to Buyers' other rights under this

SECTION 3.5, Buyers may also terminate this Agreement under this SECTION 3.5 if

the Unpermitted Exceptions that Sellers do not elect to cure or insure around,

taken as a whole, could reasonably be expected to result in a Material Adverse

Change if the rights, benefits or privileges under such Unpermitted Exceptions

are properly asserted or enforced by the beneficiaries thereof or the

restrictions affecting such Owned Land under such Unpermitted Exceptions are

enforced.



         3.6 SURVEY. Buyers acknowledge and agree that before the execution of

this Agreement, they have obtained any ALTA surveys they desire with respect to

the Land (the "SURVEYS"), except for a portion of 6800 Osteen Road, New Port

Richey, Florida and a portion of the Nassau Landfill. Within ten (10) days after

the execution of this Agreement, Buyers shall deliver to Sellers any Survey they

have obtained and not yet delivered with respect to the Land, except for a

portion of 6800 Osteen Road, New Port Richey, Florida and a portion of the

Nassau Landfill (which Buyers shall deliver to Sellers within five (5) days

after they receive the same). The costs of all Surveys obtained under this

SECTION 3.6 shall be borne solely by Buyers and paid to the appropriate Survey

preparer in accordance with Buyers' separate arrangements with each such

preparer.



         3.7 PRORATIONS AND CHARGES. All Taxes relating to the Owned Land for

any tax year prior to the real estate tax year in which the Closing occurs shall

be paid in full by Sellers on or before the Closing Date or an amount sufficient

to fully discharge the same shall be deposited in escrow by Sellers on the

Closing Date with the Title Company for payment to the relevant Tax authority.

Taxes relating to the Owned Land for the current tax year shall be prorated

between Sellers and Buyers as of the Closing Date on a daily, pro-rata basis

based upon the latest available estimates of the amount thereof or the actual

amount of such Taxes. With respect to Leased Land, the appropriate parties shall

prorate, effective as of the close of business on the Closing Date, to the

extent relevant rent, real estate taxes, operating costs (e.g., CAMs) and any

other amounts (other than payments attributable to a breach of the Real Estate

Lease by Sellers) due under the applicable Real Estate Lease, which proration

shall be included within the adjustment under SECTION 2.2. Buyers and Sellers

shall each pay one-half of the escrow fees and any cancellation fees owing to

the Title Company. Documentary and other customary Closing costs, such as

recording fees, shall be allocated to and paid by Sellers or Buyers, as the case

may be, in accordance with the custom for similar transactions in the county

where the Owned Land is located.



         3.8 UNSATISFIED CONDITIONS; OTHER TERMINATION RIGHTS. If, as of the

Closing Date, any Unsatisfied Conditions exist, then Buyers shall have the

following rights:



                  (a) Buyers may close under this Agreement subject to the

Unsatisfied Conditions, in which case (i) that portion of the Purchase Price

allocated to each parcel of Land affected by any Unsatisfied Conditions,

together with a reasonable allocation of Closing costs, including tax

prorations, title costs, and transfer taxes, will be placed in escrow with the

Title Company until all Unsatisfied Conditions have been resolved, satisfied

and/or delivered, as applicable, and all items listed in SECTION 3.2 have been

delivered with respect to each parcel of Land affected by Unsatisfied

Conditions, (ii) Sellers or Buyers, as applicable, shall diligently work to

ensure that the Unsatisfied Conditions are resolved, satisfied or delivered as

soon as reasonably possible, but in no event later than thirty (30) days

following Closing, (iii) Buyers' right to remove an affected parcel of Land from

the Transactions pursuant to SECTION 3.5 shall continue to apply notwithstanding

the Closing, (iv) Buyers may, upon written notice to Sellers, remove any parcel

of Land affected by Unsatisfied Conditions which are not resolved, satisfied

and/or delivered, as applicable, within thirty (30) days following the Closing

Date, (v) Buyers and Sellers shall enter into, on or before Closing, Temporary

Use Agreements with respect to







                                       9

<PAGE>



any affected parcel of Land that Buyers reasonably deem to be necessary for the

operation of the Business following the Closing Date, and (vi) notwithstanding

clause (i) of this SECTION 3.8(A), with respect to each parcel of Land that

Buyers remove from the Transactions pursuant to SECTION 3.5 or pursuant to

clause (iv) of this SECTION 3.8(a), the Title Company shall immediately return

the escrowed Purchase Price for such parcel of Land to Buyers unless Sellers

offer Buyers the economic rights associated with the Land, through an operating

agreement, long term lease or other mechanism reasonably acceptable to Buyers,

in which case an amount equal to the funds due to Sellers for the first payment

period (e.g., if payments are made on an annual basis, the first year's

payments; if payments are made on a monthly basis, the first month's payments)

under such operating agreement, long term lease or other mechanism shall be paid

to Sellers and the remainder of the escrowed Purchase Price for such parcel

shall be paid to Buyers; or



                  (b) If the Unsatisfied Conditions existing as of the scheduled

Closing Date, taken as a whole, could reasonably be expected to result in a

Material Adverse Change if not resolved, Buyers may terminate this Agreement by

delivering written notice to Sellers.



         3.9 STAY-ON BONUSES. Buyer Parent shall perform the obligations of

Seller Parent to make payments in an aggregate amount of $350,000 (the "STAY-ON

BONUSES") under the Retention Bonus Agreements in substantially the form of

EXHIBIT E (the "RETENTION BONUS AGREEMENTS") in accordance with the terms of

such agreements.



                                   ARTICLE IV



                             POST CLOSING COVENANTS



         4.1 REMOVAL OF IDENTIFICATION. On or before the date which is six (6)

months after the Closing, Buyers shall remove from the Assets or otherwise

conceal all visible usage of the Retained IP; provided, however, that Buyers

shall have until the date which is twelve (12) months after the Closing to

remove or conceal all usage of Retained IP in connection with customer

containers. Until the relevant date, Buyers shall have a non-transferable,

non-exclusive, royalty-free right and license to use the Retained IP in the

conduct of the Business in a manner consistent with Sellers' pre-Closing usage

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