$750,000,000
6.875% Senior Notes due 2017

OF

ALLIED WASTE NORTH AMERICA, INC.

UNDERWRITING AGREEMENT

UBS Securities LLC
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
J.P. Morgan Securities Inc.
as Representatives of the several Underwriters
c/o UBS Securities LLC

299 Park Avenue
New York, New York 10171

Dear Sirs:

          Allied Waste North America, Inc., a Delaware corporation (the Company), proposes to issue and sell to UBS Securities LLC (UBS), Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., and the other financial institutions listed in Schedule C hereto (each, an Underwriter and, collectively, the Underwriters) $750,000,000 in aggregate principal amount of its 6.875% Senior Notes due 2017 (the Notes), subject to the terms and conditions set forth herein. The Notes are to be issued pursuant to a Series Supplement (the Supplement), to be dated as of the Closing Date (as defined below), to an indenture (together with the Supplement, the Indenture), dated December 23, 1998, among the Company, the Guarantors (as defined below) and U.S. Bank National Association (the Trustee).

          The Notes will be guaranteed (the Guarantees) by Allied Waste Industries, Inc., a Delaware corporation (Allied), and each of the entities listed on Schedule A hereto (each, including Allied, a Guarantor and, collectively, the Guarantors).

          The Notes will be secured by a first priority lien on: (i) all of the capital stock of Browning-Ferris Industries, LLCs (BFI) domestic Restricted Subsidiaries (the Domestic Pledged Stock); (ii) 65% of the capital stock of BFIs foreign Restricted Subsidiaries (the Foreign Pledged Stock), (iii) all tangible and intangible assets (other than real property) currently owned by BFI and substantially all of BFIs domestic Restricted Subsidiaries, and (iv) certain tangible and intangible assets of certain wholly-owned subsidiaries of Allied (collectively, the Assets and, along with the Domestic Pledged Stock and the Foreign Pledged Stock, the Collateral). BFI and its subsidiaries that own the Collateral (the Grantor Subsidiaries) entered into a Shared Collateral Pledge Agreement, dated July 30, 1999 and amended and restated as of April 29, 2003, among the Company, BFI, the Grantor Subsidiaries

and the Collateral Trustee (as amended, the Shared Collateral Pledge Agreement), a Shared Collateral Security Agreement, dated July 30, 1999 and amended and restated as of April 29, 2003, among the Company, BFI, the Grantor Subsidiaries and the Collateral Trustee (as amended, the Shared Collateral Security Agreement) and a Collateral Trust Agreement, dated July 30, 1999 and amended and restated as of April 29, 2003, among the Company, BFI, the Grantor Subsidiaries and the Collateral Trustee (as amended, the Collateral Trust Agreement and, along with the Shared Collateral Pledge Agreement and Shared Collateral Security Agreement, the Shared Collateral Agreements). The Shared Collateral Agreements provide for the grant by BFI and its subsidiaries that own the Collateral to the Collateral Trustee for the ratable benefit of the Holders of the Notes of a pledge of, or a security interest in, as the case may be, the Collateral.

          The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the Act), with the Securities and Exchange Commission (the Commission) a registration statement on Form S-3, as amended (File No. 333-135092), including a prospectus, relating to the Notes, which incorporates by reference documents which the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the Exchange Act). The Company has furnished to you, for use by the Underwriters and by dealers in connection with the offering of the Notes, copies of the prospectus included in the registration statement (the Shelf Prospectus) and copies of the preliminary prospectus supplement, relating to the Notes, filed by the Company with the Commission pursuant to Rule 424(b) under the Act (the Preliminary Prospectus Supplement), in each case as on file with the Commission when marketing efforts for the Notes began (the Shelf Prospectus and the Preliminary Prospectus Supplement together, the Basic Prospectus).

          Except where the context otherwise requires, Registration Statement, as used herein, means the registration statement, as amended at the time of such registration statements effectiveness for purposes of Section 11 of the Act, as such section applies to the Underwriters (the Effective Time), including (i) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is deemed, pursuant to Rule 430A, Rule 430B or Rule 430C under the Act, to be part of the registration statement at the Effective Time.