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Asset Purchase Agreement

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the Agreement) is executed and delivered as of July 19, 2006, among Allied Waste Transfer Services of Arizona, LLC, a Delaware limited liability company (Buyer); and those entities set forth as Sellers on Exhibit A (Sellers).

A. Sellers and Cactus Waste Systems, LLC, an Arizona limited liability company (the Company), own and operate hauling operations, transfer station operations, and landfill operations (collectively, the Business) in the State of Arizona (the Area).

B. Buyer desires to purchase and acquire substantially all of the assets, properties and contractual rights used by Sellers in connection with the Business, including the membership interests of the Company (the Membership Interests), and Sellers desire to sell such assets, properties, contractual rights and Membership Interests to Buyer, all in accordance with the terms and conditions set forth in this Agreement.

C. The assets and properties used by Sellers and the Company in connection with the Business include the real property described on Exhibit B-1 (the Land) and the leased real property described on Exhibit B-2 (the Leased Real Property).

D. Except as the context otherwise requires, capitalized terms used in this Agreement shall have the meanings assigned to them in Exhibit C.

NOW, THEREFORE, in consideration of the mutual promises and covenants in this Agreement and other good and valuable consideration, received to the full satisfaction of each of them, the parties agree as follows:

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 Buyer, and Buyer shall purchase from Sellers, all of Sellers right, title and interest in and to the following assets used in the Business, including the following assets owned by the Company which Buyer will acquire by virtue of its acquisition of the Membership Interests (but excluding the Excluded Assets), free and clear of all Encumbrances except Permitted Exceptions and Blanket Liens:

(a) the Land, including all structures, improvements, fixtures, easements and other rights and interests relating thereto, and all leases with respect to the Leased Real Property;

(b) subject to Section 1.3, all Permits held by Sellers in connection with the Business, including the Permits listed on Schedule 1.1(b);

(d) all Rolling Stock, including the Rolling Stock described on Schedule 1.1(d);

(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 Waste Services (the Retained IP);

(h) all Customer Contracts, Assumed Leases 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 of Sellers and the Company, and including the entity record books, Tax records and personnel records of the Company;

(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, except for the Accounts Receivable relating to the Top Grade contract;

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

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

(p) the Membership Interests; 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. For greater certainty, the various schedules to this Section 1.1 also list the relevant assets of the Company, and such assets of the Company are included within the definition of Assets in this Agreement.

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