(e) all computer hardware and related basic operating systems 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 principally in connection with the Business, including all symbols, trademarks, service marks, logos and trade names, including the Business Names listed on Schedule 1.1(g), except (subject to Section 4.1) those symbols, trademarks, service marks, logos and trade names that include the names of or otherwise identify Allied, Browning-Ferris or BFI (the Retained IP);

          (h) all Customer Contracts, Assumed Leases, Employee Contracts, and Other Contracts (collectively, the Assumed Contracts);

          (i) the telephone numbers used principally in the conduct of the Business;

          (j) all shop tools, nuts and bolts used principally in connection with the Business;

          (k) all books and records relating principally to the Business, including customer lists and vendor lists;

          (l) 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;

          (m) all Accounts Receivable;

          (n) all recycling property, plant or equipment used or held for use in connection with the Business, wherever located (including any items located on a customers site);

          (o) all furniture, fixtures and office equipment used principally in connection with the Business;

          (p) to the extent relating principally to the Business, all rights under agreements with employees and other third Persons concerning confidentiality and assignment of inventions; and

          (q) all goodwill of the Business.

All of the foregoing assets of Sellers described in this Section 1.1 are referred to as the Assets.

     1.2 Excluded Assets. The parties agree that certain assets of Sellers shall remain the property of Sellers and shall not be sold to Buyer at the Closing (the Excluded Assets). The Excluded Assets are: (a) all assets that are not used or held for use in, owned by, leased by or in the possession of Sellers or their Affiliates principally in connection with the Business; (b) records which relate primarily to Excluded Assets or Excluded Liabilities, including files relating to Taxes and personnel files; (c) the stock and membership interests and corporate or other entity

level record books of Sellers; (d) the rights which accrue or will accrue to Sellers under this Agreement; (e) any inter-company receivables from Sellers or their Affiliates; (f) all present and future refunds relating to Taxes of Sellers; (g) all insurance policies and all rights with respect thereto; (h) all litigation rights to which Sellers are plaintiffs and all causes of action and claims of every nature, kind and description; (i) all billing, route management and other software programs other than basic operating systems; (j) all petty and other cash and cash equivalents on hand or in a bank; (k) all bank accounts; (l) all escrow accounts; (m) all right, title and interest in any financial responsibility, financial assurance or similar mechanisms; (n) the National Accounts; (o) all other real property and all buildings on and fixtures to all real property of Sellers and their Affiliates not described on Exhibit B; (p) all time clocks and GPS systems; (r) any assets sold by Sellers in accordance with Section 7.3(d); and (s) all other assets that do not constitute Assets.

     1.3 Commercially Reasonable Efforts to Assign. To the extent that the sale or assignment of any Customer Contract, Assumed Lease or Permit included within the Assets shall require the consent of any third party, Sellers and Buyer shall each use commercially reasonable efforts to obtain the consent of such other party to such assignment to Buyer both before and after the Closing.

ARTICLE II

PURCHASE PRICE

     2.1 Purchase Price. Subject to adjustment as provided in this Article II and Sections 7.10 and 11.7, Buyer shall pay to Sellers (a) $61,000,000 at the Closing, and (b) $2,000,000 when a new recycling contract with Miami-Dade County is executed or the current recycling contract is renewed (collectively, the Purchase Price), in each case by wire transfer of immediately available funds.

     2.2 Purchase Price Adjustments.

          (a) Adjustment for Certain Assumed Obligations. The Purchase Price payable at the Closing pursuant to Section 2.1(a) shall be reduced on a dollar-for-dollar basis for the liability reflected on the balance sheet as of the Closing Date with respect to capitalized equipment leases, if any, assumed by Buyer under Section 10.2.

          (b) Working Capital Adjustment.

               (i) The following capitalized terms used in this Agreement shall have the following meanings:

                    (1) Adjustment Amount means an amount (which may be positive or negative) equal to the actual amount of Net Working Capital as of Closing.

                    (2) Net Working Capital means (A) the aggregate current assets included in the Assets, less (B) the aggregate current liabilities of Sellers assumed by Buyer under Section 10.2, in each case determined in accordance with GAAP on a basis consistent with the balance sheet dated May 31, 2006 included within Sellers Financial Statements.

               (ii) At least five Business Days prior to the Closing Date, Sellers shall deliver to Buyer a worksheet setting forth their good faith estimate of the Net Working Capital of the Business as of the Closing Date and a computation of the estimated Adjustment Amount (the Estimated Adjustment Amount). The worksheet shall be prepared by Sellers and shall be subject to the approval of Buyer, which shall not be unreasonably withheld. If the worksheet is not acceptable to Buyer, Buyer shall promptly submit its comments on the worksheet to Sellers, and Buyer and Sellers shall endeavor in good faith to address such comments so as not to delay the Closing. If the Estimated Adjustment Amount is a positive number, the Purchase Price payable at Closing shall be increased in an amount equal to the positive Estimated Adjustment Amount. If the Estimated Adjustment Amount is a negative number, the Purchase Price payable at Closing shall be decreased in an amount equal to the negative Estimated Adjustment Amount.

               (iii) Within 45 days after the Closing, Buyer shall prepare a computation of the actual Net Working Capital and the actual Adjustment Amount as of the Closing Date (the Actual Adjustment Amount) and deliver such computation to Sellers. If within 20 days following delivery of such computation Sellers do not deliver a written objection thereto to Buyer, then the Actual Adjustment Amount shall be as reflected on the computation provided pursuant to the preceding sentence. If Sellers timely object to the computation, then Buyer and Sellers shall negotiate in good faith and attempt to resolve their disagreement. Should such negotiations not result in an agreement within 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, performed by the Neutral Auditor will be borne equally by Buyer and Sellers. The Neutral Auditor will deliver to Buyer and Sellers 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 and Sellers, or their respective Affiliates) of the disputed items within 30 days of receipt of the disputed items, which determination will be final, binding and conclusive on the parties.

               (iv) Promptly following agreement on or delivery of the final, binding and conclusive computation setting forth the Actual Adjustment Amount, Buyer and Sellers shall account to each other as provided for in this Section 2.2(b)(iv). If the Estimated Adjustment Amount less the Actual Adjustment Amount is a positive number, then Sellers shall pay Buyer a cash payment equal to such excess as a decrease in the Purchase Price. If the Estimated Adjustment Amount less the Actual Adjustment Amount is a negative number, then Buyer shall pay Sellers a cash payment equal to such deficit as an increase in the Purchase Price. Any such excess or deficit payment shall be due and payable within 10 days after the final determination of the Actual Adjustment Amount pursuant to Section 2.2(b)(iii) and shall be paid in immediately available funds by wire transfer to an account designated by Buyer or Sellers, as applicable.

     2.3 Allocation of Purchase Price. The Purchase Price (including any liabilities that are considered to be an increase to the Purchase Price for federal income tax purposes) shall be allocated among the Assets in the manner agreed to by Sellers and Buyer, in accordance with the requirements of Code Section 1060 and based on the fair market value of the Assets as

determined by arms length negotiations. Within 30 days after the Actual Adjustment Amount is finally determined pursuant to Section 2.2, Sellers will propose a Purchase Price allocation to Buyer, and the parties shall work in good faith to agree to the same. The parties agree to file (or cause to be filed) (i) all required federal Forms 8594, Asset Acquisition Statement under Section 1060, and (ii) all other 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 to use their commercially reasonable efforts to sustain such allocation in any subsequent Tax audit or Tax dispute.

ARTICLE III

CLOSING

     3.1 Time and Place of Closing.

          (a) Generally. 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 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 referred to as the Closing Date. The Closing shall be effective for all purposes at 12:01, a.m., Eastern Time, on the date subsequent to the Closing Date. The parties shall use commercially reasonable efforts to cause the Closing to occur on or before September 30, 2006. At the Closing, the sale and conveyance of the Land and the assignment of the leases for the Leased Real Property shall be consummated through an escrow established at the Title Company, although actual payment of the Purchase Price allocable to the Land shall not be paid through the escrow (unless required to cure an Unpermitted Exception for which Sellers are obligated or have elected to cure).

          (b) Permit Transfer Issues. If, despite the parties commercially reasonable efforts, the Closing cannot occur as of the relevant date on account of Permit transfer issues or governmental approvals, and the parties are unable to consummate the Closing under an operating agreement mutually satisfactory to the parties, then with the mutual consent of Sellers and Buyer the aspects of the Business affected by such Permit or governmental approval may be carved out by way of an amendment to this Agreement (including an appropriate adjustment to the Purchase Price) and the Closing shall occur forthwith. The transfer of the affected aspects of the Business shall close as soon as practicable after the Closing when the Permit transfer issues are resolved or the governmental approvals are obtained, as the case may be.

     3.2 Deliveries by Sellers. At the Closing, Sellers shall deliver or cause to be delivered to Buyer, all duly and properly executed (where applicable):

          (a) subject to Section 3.8, Deeds conveying to Buyer indefeasible, fee simple title to each parcel of Land subject only to the Permitted Exceptions, in form and substance reasonably satisfactory to Buyer;

          (b) a Bill of Sale;

10-day period, Buyer shall be deemed to have elected to proceed in accordance with clause (a) of the preceding sentence.

     3.6 Surveys. As soon as reasonably practicable after execution of this Agreement, Sellers shall deliver to Buyer any surveys of the Land, or any part thereof, that Sellers possess. In addition, Sellers shall cause a survey to be prepared by the Surveyor and the costs and expenses thereof shall be borne by Buyer. Sellers shall deliver to Buyer a duplicate copy of any survey that Sellers receive. For purposes of this Agreement, any survey that satisfies the Title Company in connection with the issuance of the Title Policy shall be referred to as a Survey.

     3.7 Prorations and Charges. All Taxes relating to the 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 with the Title Company for payment to the relevant Tax authority. Real property Taxes for the current tax year shall be prorated between Sellers and Buyer 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. If the pro rata amounts are not known as of the Closing Date, adjustments shall be made post-Closing at such time as they are known to the parties. Buyer and Sellers shall each pay one-half of the escrow fees and cancellation fees to the Title Company. The following costs shall be paid by Buyer: (a) all costs attributable to the issuance of the Title Commitments and any amendments or modifications thereto, endorsements, title searches and title policies ordered in accordance with Section 3.4(b); (b) the costs and expenses of the Survey pursuant to Section 3.6; and (c) documentary, transfer or stamp fees and other customary Closing costs, such as recording fees.

     3.8 Post-Closing Title and Survey Work. Notwithstanding anything in this Agreement to the contrary, if as of the Closing Date, through no fault of Buyer, (a) the Title Company is not prepared to issue title insurance, and/or (b) Buyer has not had the time permitted under Section 3.5 to review Title Commitments or title searches, title exception documents and Surveys, and/or (c) Buyer has not obtained a Survey, then Buyer shall have the right, in its sole discretion, to either (i) elect to close under this Agreement, provided Sellers agree in writing at the Closing to provide such missing items promptly after the Closing; or (ii) delay the Closing with respect to such parcel of Land only and close with respect to such Land when the missing items are obtained and approved by Buyer in accordance with this Agreement, with (x) Buyer and Sellers to execute an agreement at Closing regarding the delay of payment of the Purchase Price attributable to such Land and the use of such Land by Buyer until the extended Closing Date, and (y) the representations, warranties and covenants of Seller with respect to the applicable Land continuing until the extended Closing Date.

     3.9 Condemnation or Casualty. If prior to Closing, the Land or any part thereof is subject to an eminent domain or condemnation proceeding or any improvement thereon is damaged by fire, flood or other casualty, Sellers shall give written notice thereof to Buyer, and Buyer shall be entitled, contingent upon the Closing occurring, to any condemnation award or insurance proceeds resulting from any such event. At the Closing Sellers shall execute and deliver all documents reasonably requested of Buyer to effectuate such assignment. The assignment of a condemnation award or insurance proceeds shall be Buyers sole remedy as a

result of the occurrence of any of the foregoing events, and all risk of collection with respect thereto shall be on Buyer and not Sellers.

     3.10 Stay-On Bonuses. Sellers shall make payments (the Stay-On Bonuses) under Retention Bonus Agreements in substantially the form of Exhibit E (the Retention Bonus Agreements) in accordance with the terms of such agreements and as set forth on Schedule 3.10.

ARTICLE IV

POST CLOSING COVENANTS

     4.1 Removal of Identification. Within three months after the Closing, Buyer shall remove from the Assets or otherwise conceal all visible usage of the Retained IP.

     4.2 Further Assurances. From time to time on and after the Closing and without further consideration except as provided in this Agreement, the parties shall each deliver or cause to be delivered to any other party at such times and places as shall be reasonably requested, such additional instruments as any of the others may reasonably request for the purpose of carrying out this Agreement and the Transactions. Sellers, also without further consideration, agree to cooperate with Buyer and to use their reasonable commercial efforts to have their officers and employees cooperate on and after the Closing Date in furnishing to Buyer or its advisors (a) information requested by Buyer with respect to the Assets and the Business, (b) information, evidence, testimony, and other assistance in connection with obtaining all necessary Permits and approvals and in connection with any third party actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Closing Date and (c) updated loss-claims related to the Business with respect to periods prior to the Closing Date and any resolution thereof; provided, however, that this obligation shall not apply to disputes among the parties, and that Sellers shall not be required to expend any sum of money toward that end beyond reasonable and typical overhead expenditures and outside counsel fees and costs. Buyer, also without further consideration, agrees to cooperate with Sellers and to use its reasonable commercial efforts to have its officers and employees cooperate on and after the Closing Date in furnishing to Sellers information, evidence, testimony, and other assistance (including reasonable access to the Assets, including the Land and the Leased Real Property) in connection with any third party actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Closing Date; provided, however, that this obligation shall not apply to disputes among the parties, and that Buyer shall not be required to expend any sum of money toward that end beyond reasonable and typical overhead expenditures and outside counsel fees and expenses.

     4.3 Billing, Cash Processing and Scale Software (TRUX) Services. For a period of up to 60 days following the Closing Date, at the request of Buyer, Sellers shall perform the billing, cash processing and scale software (TRUX) services relating to the Business for Buyers account and without additional consideration to Sellers. Sellers agree to perform the billing, cash processing and scale software (TRUX) services in accordance with past practices of Sellers. All payments made to Sellers on behalf of Buyer after the Closing and relating to the Assets shall be deemed to be the property of Buyer. The parties agree that after the Closing they will transfer

and deliver to the other, from time to time and at least once per week, any cash, checks or other property that they may receive on or after the Closing which properly belongs to the other party. During such 60-day period, Buyer shall reimburse Sellers for their and their Affiliates reasonably documented out-of-pocket and internal costs in providing the services pursuant to this Section 4.3.

     4.4 Blanket Lien Releases. The Assets are encumbered by blanket liens in favor of various lenders to Sellers Affiliates (the Blanket Liens), all of which liens will be released concurrently with the Closing. Within 60 days after the Closing Date, Sellers shall deliver evidence to Buyer of the release of any security interests reflecting such Blanket Liens.

     4.5 Uniform Rental Agreement. Beginning on the first day of the first month following Closing and continuing on a month-to-month basis thereafter for the earlier of 12 months or the date Allied Waste Industries, Inc. Southeast Region terminates the Uniform Contract, Buyer shall rent uniforms for the Business pursuant to that certain Cintas Corporation Multiple Location Rental Account Agreement, dated April 16, 2001, between Cintas Sales Corporation (Cintas) and Allied Waste Industries, Inc. Southeast Region (the Uniform Contract). Buyers obligation to rent uniforms under the Uniform Contract shall extend to 4,950 uniforms (the Minimum Uniforms). Buyer may, but is not obligated to, rent uniforms under the Uniform Contract for more than the Minimum Uniforms. The rental expense and other terms for the uniform rental by Buyer shall not differ from the rental expense and other terms provided to Sellers under the Uniform Contract in effect as of the date of this Agreement. Notwithstanding anything to the contrary contained herein, if Cintas does not provide uniforms to Buyer (after Closing) in accordance with the terms of the Uniform Contract, Buyer shall not be required to pay Sellers for the uniforms that were not provided. Within 15 days following the end of each calendar month (beginning after the second calendar month following the Closing Date), Sellers shall provide Buyer with an invoice, including appropriate supporting documentation in reasonable detail, setting forth the charges for applicable uniform rentals for the Business during the previous calendar month. Buyer shall pay each invoice received from Sellers no later than 30 days after receipt of such invoice.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLERS

     Sellers, jointly and severally, represent and warrant to Buyer that the statements contained in this Article V: (a) except as set forth in the Disclosure Schedules, are correct and complete as of the date of this Agreement; (b) will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article V), subject to supplements to the Disclosure Schedules as provided in Section 7.7, and except for those representations and warranties that, by their terms or nature, speak as of a specific date that is not the Closing Date; and (c) shall survive the Closing in accordance with Section 11.1. Each matter referred to in any Disclosure Schedule shall be deemed to have been disclosed for all relevant purposes in all other parts or sections of all other Disclosure Schedules.

     5.1 Organization; Authority; Ownership.

          (a) Each Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized, qualified and licensed under all Applicable Laws to carry on the Business in the places and in the manner in which the Business is presently conducted, except for where the failure to be so authorized, qualified and licensed would not have a material adverse effect on the Business.

          (b) Each Seller has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to consummate the Transactions and perform its obligations under this Agreement and the Ancillary Agreements to which it is a party.

     5.2 Binding Effect. At or before the Closing, the execution, delivery and performance of this Agreement and the Ancillary Agreements by Sellers will be within their respective corporate or limited liability company powers and will have been approved by all requisite action of Sellers, and no other proceedings on the part of Sellers will be necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Sellers of the Transactions and the performance of their obligations under this Agreement and the Ancillary Agreements to which they are parties. This Agreement has been, and upon delivery, the Ancillary Agreements to which they are parties will be, duly executed and delivered by each Seller and, assuming the due authorization, execution and delivery by Buyer, constitutes and will constitute the valid and legally binding agreement of Sellers enforceable against Sellers in accordance with their respective terms.

     5.3 Permits. Sellers have all material Permits necessary to enable them to own the Assets and conduct the Business as currently conducted. To Sellers knowledge, except as set forth on Schedule 5.3, Sellers are and have been in material compliance with the terms and conditions of all Permits and all of the Permits are now valid, in good standing and in full force and effect. Sellers shall not undertake, following the Closing, any challenges to the Permits or applications for Permits.

     5.4 Assets; Personal Property.

          (a) Except for (i) the items listed on Schedule 5.4(a) and (ii) the Excluded Assets, the Assets include all the material properties, assets, rights, licenses, permits and contracts, wherever located (including any items located on a customers site), whether tangible or intangible, real, personal or mixed, that are currently used, owned by, leased by or in the possession of Sellers principally in connection with the Business.