1 2 SECTION 2.2 Lessee agrees to pay in addition to the rent herein reserved, all sums which may become due by reason of the failure of Lessee to comply with all the covenants of this Sublease and any and all damages, costs, expenses and impositions...

   1
Terrell, Texas                AGREEMENT FOR SUBLEASE                Exhibit 10.4



    THIS SUBLEASE (the "Sublease") is entered into effective as of April 1,
1997 by and between Waste Management of Texas, Inc., a Texas corporation
("Lessor"), and Stericycle, Inc., a Delaware corporation ("Lessee"),
WITNESSETH:

                                   ARTICLE 1

                               PREMISES AND TERM

    Lessor, for and in consideration of the rents herein reserved and the
covenants and agreements herein contained on the part of the Lessee to be kept
observed and performed, has demised and leased, and does by these presents
demise and lease to the Lessee a certain parcel (or parcels) of real estate
located at the address contained in and the legal description described on
Exhibit A attached hereto and made a part hereof.

    TO HAVE AND TO HOLD the above described real estate, together with the
buildings and improvements situated thereon and the rights, privileges and
appurtenances thereunto belonging or appertaining (the "Premises"), unto the
Lessee for and during the term of three (3) years, commencing on April 1, 1997
and ending on March 31, 2000, unless said term shall be sooner terminated as
herein provided.

    Lessor hereby also leases to Lessee the equipment, furniture, fixtures and
other tangible personal property located on the Premises, which personal
property is listed on the attached Exhibit B (the "Personal Property").

    The Lessee may terminate this Sublease, effective as of the last day of any
calendar month, upon six months' prior written notice to the Lessor given at
any time during the term of this Sublease.

                                   ARTICLE 2

                                      RENT

    SECTION 2.1  In consideration of the leasing aforesaid, Lessee hereby
covenants and agrees to pay Lessor, at the office of Lessor at WMI of Dallas,
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (Attention: Controller), or at such
other place as the Lessor may from time to time designate in writing, aggregate
rental of [Omitted; filed separately with the Securities and Exchange
Commission] for the term of this Sublease (sometimes herein referred to as the
"rent") payable monthly in installments of [Omitted; filed separately with the
Securities and Exchange Commission] each on the first day of each and every
month of the term hereof beginning April 1, 1997. However, if the term of this
Sublease shall commence on a date other than the first day of a calendar month
or end on a day other than the last day of a calendar month, the first and last
month's rent shall be prorated based upon the ratio that the number of days in
the term within such month bears to the total number of days in such month.
        
    In the event that Lessor makes any capital improvements to the Premises
which are required in connection with the continued operation at the Premises
of an incinerator or autoclave for the treatment of medical waste (or which are
required to be made by Lessor under Section 4.2 of this Sublease) and as a
result the "net book value" of the Premises is increased, the monthly rent
payable under this Sublease shall be increased to reflect the resulting
increases in the monthly capital charge (at [omitted; filed separately with the
Securities and Exchange Commission] % per annum) and monthly depreciation in 
respect of the Premises. This increase in the monthly rent shall be determined
in a manner consistent with the determination of the initial monthly rent as 
shown by the "Monthly Total" on Schedule 4 to the Asset Purchase Agreement 
dated December 20, 1996 (the "Asset Purchase Agreement") entered into by 
Lessee, Waste Management, Inc. ("WMI") and certain subsidiaries of WMI.





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    SECTION 2.2  Lessee agrees to pay in addition to the rent herein reserved,
all sums which may become due by reason of the failure of Lessee to comply with
all the covenants of this Sublease and any and all damages, costs, expenses and
impositions which Lessor may suffer or incur by reason of any default of the
Lessee or failure on its part to comply with all the covenants of this
Sublease, and each of them.

    SECTION 2.3  Upon the signing of this Sublease, Lessee shall pay to Lessor
the first month's rent and as a security deposit the sum of [Omitted; filed
separately with the Securities and Exchange Commission] which shall secure
the various covenants of Lessee under this Sublease, including payment of rent.
Lessor shall keep such security deposit and shall return the same to Lessee
within thirty (30) days of the termination of Lessee's tenancy hereunder,
without interest. In the event that Lessee shall breach any provision of this
Sublease which may be cured through the payment of money, or the hiring of
services, Lessor shall be entitled to so cure, using the Lessee's security
deposit, and upon written notice to Lessee, Lessee shall within twenty-one (21)
days replenish the security deposit to the sum set forth above.
        
                                   ARTICLE 3

                                   NET LEASE

    SECTION 3.1  It is the purpose and intent of Lessor and Lessee that the
rental provided in Article 2 during the term of this Sublease shall be net to
Lessor, except for the items noted in Sections 4.2 and 4.4 of this Sublease,
and that, except for such items, all costs, expenses, real estate taxes and
obligations of every kind and nature whatsoever relating to the Premises which
may arise during the term of this Sublease shall be paid by Lessee, and Lessor
shall be indemnified and saved harmless by Lessee against the same.

    SECTION 3.2  Lessee shall pay all charges for natural gas, water,
electricity and telephone services used on the Premises during the term of this
Sublease.

                                   ARTICLE 4

                      USE, MAINTENANCE, REPAIRS AND ACCESS

    SECTION 4.1   Lessee and all persons claiming by, through or under Lessee
may use and occupy the Premises for the treatment of medical waste and office
purposes solely in compliance with all federal, state and local laws and
regulations.

    SECTION 4.2  Throughout the term of this Sublease, Lessee shall, at its
cost and expense properly, maintain and repair all structures and improvements,
including heating, plumbing, ventilating and air conditioning systems, and all
fixtures, equipment and furnishings; provided however, that Lessor shall be
obligated to make promptly and at its own expense all structural repairs which
are required on the Premises to the extent that the aggregate cost of such
repairs exceed $25,000 in any calendar year; and provided further, however,
that neither Lessor nor Lessee shall repair or replace any capital structures
or improvements without first having obtained the prior written consent of the
other party. Lessee may, in its discretion and at its expense, make any
alterations and changes it deems necessary to the Premises for the purpose of
best serving its business, provided that it first obtains the written consent
of the City of ▇▇▇▇▇▇▇.

    SECTION 4.3  Lessor and Lessee agree that any and all fixed improvements
made to the Premises by Lessee shall become the sole property of Lessor upon
termination of this Sublease as long as said improvements do not detract from
the fair market value of the Premises, in which case, Lessee agrees to remove
all of said improvements and return the Premises to Lessor in the same
condition in which the Premises were received on the commencement date of this
Sublease, normal wear and tear excepted. In any case, Lessee shall be allowed
to remove all personal property owned by Lessee from the Premises.

    SECTION 4.4  Lessee shall not be responsible for any costs of Lessor under
Lessor's covenants of quiet enjoyment and peaceable possession or Lessor's
taxes due on Lessor's income, gross receipts or other similar items that are
not reasonably considered to be in the nature of real estate taxes.





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    SECTION 4.5   Lessee may, with the prior consent of the City of ▇▇▇▇▇▇▇,
make any alterations and changes it deems necessary to the Premises for the
purpose of best serving its business.  If Lessee shall alter or change the
Premises during the term of this Sublease, Lessee shall make such alterations
in compliance  with the Americans with Disabilities Act of 1990 ("ADA") and all
statutes, ordinances, laws, orders, rules, regulations and requirements of all
applicable federal state, county and other agencies or authorities now in
effect with respect to the use, occupation or alteration of the Premises
("Laws") and, upon request of Lessor, shall deliver evidence thereof reasonably
satisfactory to Lessor.  Lessor hereby represents that the Premises are
currently in compliance with the ADA and all other Laws and  agrees to
indemnify Lessee for any damages or expenses (including attorneys' fees)
incurred by Lessee as a result of Lessor's breach of the foregoing
representation.

    SECTION 4.6  During the term of this Sublease, Lessee shall keep, afford
and allow access to Lessor to the Premises at all reasonable times. Except in
an emergency, Lessor shall give at least twenty four (24) hours' advance
notice, written or oral of its intent to gain access to the Premises.

    SECTION 4.7  Lessee shall vacate and deliver up the Premises upon the
expiration of the term of this Sublease, or any renewal thereof or sooner
termination of the term of this Sublease, in the same condition that the
Premises were in as of the date hereof, reasonable wear and tear excepted.

                                   ARTICLE 5

                                INDEMNIFICATION

    SECTION 5.1  Lessee agrees to defend, indemnify and save Lessor harmless
from and against any and all liability, loss, damage, and Environmental
Damages, as defined herein, and expense (including reasonable attorneys' fees)
and from and against any and all suits, claims and demands of every kind and
nature made by or on behalf of any and all persons, firms or corporations,
provided that any of the foregoing (i) are due to Lessee's negligence, willful
misconduct or breach hereof, (ii) arise out of or are based upon any accident,
injury or damage, however occurring, which happens in, or about the Premises or
entrances thereto during the term of this Sublease, (iii) arise out of or are
based upon Lessee's use, occupation or operation of the Premises or facilities
during the term hereof or (iv) with respect to Environmental Damages, arise out
of any Hazardous Substance located on the Premises during the term of this
Sublease or any event or condition which occurs or exists on the Premises
during the term of this Sublease. Nothing in this Section shall relieve Lessor
from, or obligate Lessee to indemnify Lessor for, liability resulting from
Lessors's own negligence, wilful misconduct or breach of its obligations under
this Sublease.

    SECTION 5.2  Lessor agrees to defend, indemnify and save Lessee harmless
from and against any and all liability, loss, damage, and Environmental
Damages, as defined herein, and expense (including reasonable attorneys' fees)
and from and against any and all suits, claims and demands of every kind and
nature made by or on behalf of any and all persons, firms or corporations,
provided that any of the foregoing (i) are due to Lessor's negligence, wilful
misconduct or breach hereof, (ii) arise out of or are based upon any accident,
injury or damage, however occurring, which happened in or about the Premises or
entrances thereto at any time prior to the term of this Sublease or (iii) with
respect to Environmental Damages, arise out of any Hazardous Substance located
on or adjacent to the Premises prior to the term of this Sublease or any event
or condition which occurred or existed prior to the term of this Sublease.
Nothing in this Section shall relieve Lessee from, or obligate Lessor to
indemnify Lessee for, liability resulting from Lessee's own negligence, wilful
misconduct or breach of its obligations under this Sublease.

    SECTION 5.3  Lessor agrees to give Lessee prompt written notice of any
claims or demands against the Lessor arising out of or based upon any of the
liabilities, losses or expenses against which Lessee is bound to defend,
indemnify and save harmless the Lessor. Lessee shall have full control over any
such claim or litigation, and Lessor shall reasonably cooperate with Lessee in
such efforts. Lessee agrees to give Lessor





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prompt written notice of any claims or demands against the Lessee arising out
of or based upon any of the liabilities, losses or expenses against which
Lessor is bound to defend, indemnify and save harmless the Lessee. Lessor shall
have full control over any such claim or litigation, and Lessee shall
reasonably cooperate with Lessor in such efforts.

    SECTION 5.4  Lessee shall indemnify and save harmless Lessor from and
against all mechanic's liens and notices thereof and all claims thereof on
account of any materials furnished or labor performed in, about or in
connection with the Premises or the sidewalks and curbs adjacent thereto except
those arising from work undertaken by Lessor. Should any such lien be filed,
Lessee shall promptly bond or otherwise discharge the same.

                                   ARTICLE 6

                         ENVIRONMENTAL REPRESENTATIONS

    SECTION 6.1  As used herein, "Hazardous Substance" means any substance that
is toxic, ignitable, reactive, corrosive or radioactive and that is regulated
by any local government, the state in which the Premises are located or the
United States government. "Hazardous Substance" includes any and all materials
or substances that are now or hereafter defined as "hazardous waste,"
"extremely hazardous waste," "toxic substance," or a "hazardous substance"
pursuant to state, federal or local governmental law, including, without
limitation, the Comprehensive Environmental Response, Compensation and
Liability Act (42 U.S.C. Sections  9601 et seq.) and/or the Resource
Conservation and Recovery Act (42 U.S.C.  Sections  6901 et seq.). "Hazardous
Substance" includes but is not restricted to friable asbestos, polychlorinated
biphenyls ("PCB's"), and petroleum products.

    "Environmental Damages" means all claims, judgments, damages, losses,
penalties, fines, liabilities (including strict liability), encumbrances,
liens, costs and expenses of whatever kind or nature, contingent or otherwise
matured or otherwise matured, foreseeable or unforeseeable, including, without
limitation, reasonable attorneys' and consultants' fees, incurred at any time
as a result of the existence  of Hazardous Substance upon, about, or beneath
the Premises or migrating or threatening to migrate to or from the Premises, or
the existence of a violation of any governmental requirement pertaining to the
environment, health or safety  arising from the Premises, or the existence of a
violation of any governmental requirement pertaining to the environment, health
or safety arising from or relating to the Property.

    The representations and warranties contained in this Article shall survive
the expiration or termination of this Sublease and any transfer of title to the
Premises (whether by sale or otherwise) and shall not be affected by any
investigation by or on behalf of Lessee or by any information which Lessee may
have or obtain with respect thereto.

    SECTION 6.2  Except in compliance with all governmental requirements
pertaining to health, safety and the environment, Lessee shall not knowingly
cause or permit any Hazardous Substance to be used, stored, generated, or
disposed of on in or about the Premises by Lessee, Lessee's agents, employees,
contractors, or invitees. If Lessee causes any contamination of the Premises by
a release of such Hazardous Substances for which Lessee is legally liable, in
addition to its obligations contained in Section 5. 1, Lessee shall, upon
request of Lessor, at Lessee's sole expense, take any and all necessary actions
to return the Premises to the condition existing prior to the release of any
such Hazardous Substances on the Premises, including, but not limited to, any
and all clean-up and remedial actions.

                                  ARTICLE 7

                                  CASUALTY

    In case of damage to or destruction of all or part of the Premises or all
or part of the fixtures or improvements thereon by fire or other casualty,
Lessee shall promptly at its own expense repair, restore or





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rebuild the same to no less than the condition existing immediately prior to
the occurrence of such fire or other casualty and promptly clear away the
remaining debris to return the Premises to a safe condition.

                                   ARTICLE 8

                                   INSURANCE

    SECTION 8.1  Lessee covenants and agrees that it will at all times, at its
sole cost and expense, keep the building or buildings and improvements on the
Premises occupied by Lessee insured under a fire insurance policy with extended
coverage endorsements for not less than its full or their full insurance value
above foundations, and will keep all such insurance in full force and effect
during the entire term of this Sublease. Lessee shall cause Lessor to be named
as an additional insured under such fire insurance policy.

    It is covenanted and agreed between the parties hereto that in the event of
loss under any such policy or policies, Lessee shall proceed with the repair
and restoration of the damaged or destroyed improvements occupied by Lessee in
accordance with Article 7 hereof and that the insurance proceeds shall be paid
to and held by Lessee to be paid out for the expense of repairing or rebuilding
the buildings or improvements occupied by Lessee which have been damaged or
destroyed.

    SECTION 8.2  Lessor and Lessee release each other and waive any right of
recovery against each other for loss or damage to their respective property
which occurs in or about the Premises (whether due to negligence of either
party, their agents, employees, officers, contractors, licensees, invitees or
otherwise) to the extent that such loss or damage is reimbursed by insurance
proceeds. Lessor and Lessee agree that all policies of insurance obtained by
either of them in connection with the Premises shall contain appropriate waiver
of subrogation clauses.

    SECTION 8.3  Lessee covenants and agrees that it will at all times during
the term hereof carry and maintain, for the mutual benefit of Lessor and
Lessee, general public liability insurance against claims for personal injury,
death or property damage, occurring in, on or about the Premises, such
insurance to afford protection to the limit of not less than One Million
Dollars ($1,000,000) per occurrence, for bodily injury and property damage.

                                   ARTICLE 9

                                  CONDEMNATION

    SECTION 9.1  If the use, occupancy or title of the entire Premises shall be
taken, requisitioned or sold in, by or on account of any actual or threatened
eminent domain proceeding or other action by any person having the power of
eminent domain (the "Condemnation"), then and in that event the term of this
Sublease shall terminate upon Condemnation, and any award, compensation or
damages shall be divided between Lessor and Lessee in accordance with their
respective interests in and to the Premises.

    SECTION 9.2  In the event that a portion (but less than all) of the
Premises or any interest therein, including but not limited to the right of
free access to the Premises, shall be so taken, requisitioned or sold as to
render the remaining portion of the Premises, in the sole opinion of Lessee,
unsuitable for Lessee's use, then the Lessee may, at its option, terminate this
Sublease and the term hereof upon Condemnation, and any award shall be divided
between Lessor and Lessee in the same manner and upon the same conditions as
set forth in Section 9.1. Such option shall be exercised by Lessee by written
notice to Lessor not less than thirty (30) days prior to the date on which
possession of such portion of the Premises shall be taken.  If Lessee shall not
so elect to terminate this Sublease and the term hereof then, upon the payment
of any award arising from such Condemnation, the amount received shall be paid
to and held by Lessor and used in defraying the cost and expense of making
repairs to and alterations of the improvements on the Premises for the purpose
of restoring the same to an economic architectural unit to the extent that may
have been made necessary by such Condemnation, and the balance, if any,
remaining shall be paid to Lessor.





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    SECTION  9.3  In case the taking of part of the Premises by Condemnation
renders the Premises untenantable in whole or in part, rent shall ▇▇▇▇▇ until
the Premises are again fully tenantable. If as a result of any such taking, the
area of the Premises is permanently reduced, basic rent hereunder shall be
reduced in proportion to the reduction in area of the Premises.

                                   ARTICLE 10

                                 SUBORDINATION

    This Sublease and Lessee's leasehold estate and all rights of Lessee
hereunder shall be subject and subordinate at all times in all respects to the
lien of any and all mortgages which Lessor may make upon any right, title or
interest of Lessor in the Premises, and to any and all extensions and renewals
and any and all new mortgages made in lieu of or in replacement of any such
mortgage, provided that any such mortgage shall provide that so long as Lessee
shall not be in default in the performance and observance of the terms,
covenants, conditions and limitations in this Sublease contained on the part of
the Lessee to be performed and observed, no foreclosure of the lien of said
mortgage for default thereof shall impair the right of Lessee to enjoy this
Sublease pursuant to its terms. In the event of acquisition of Lessor's
interest in this Sublease by any such mortgagee or anyone claiming through or
under such mortgagee, Lessee will recognize as its lessor such mortgagee or the
person claiming through or under such mortgagee who shall so acquire title to
the Lessor's interest in this Sublease.

                                   ARTICLE 11

                           ASSIGNMENT AND SUBLETTING

    Lessee shall not assign this Sublease or sublease all or any portions of
the Premises without first obtaining both Lessor's prior written consent, which
consent shall not be unreasonably withheld, and the City of Terrell's prior
written consent.

                                   ARTICLE 12

                                    FIXTURES

    SECTION 12.1  Subject to the provisions contained in Section 4.3, all
buildings and improvements on the Premises and all plumbing, heating, fighting,
electrical and air conditioning fixtures and equipment and other articles of
personal property used in the operation of such buildings as such (as
distinguished from operations incident to the business of Lessee) attached to
the Premises (sometimes herein referred to as "Building Fixtures"), shall be
and remain a part of the Premises and shall constitute the property of Lessor.

    SECTION 12.2  Lessee may at any time and from time to time at its expense
install its trade fixtures on the Premises. All of Lessee's trade fixtures and
all personal property, fixtures, apparatus, machinery and equipment now or
hereafter located upon the Premises (other than Building Fixtures) and owned by
the Lessee or any other occupants of the Premises, and whether or not the same
are affixed thereto, shall be and remain the personal property of Lessee or
such other occupants and the same are herein sometimes referred to as "Lessee's
Equipment." Lessee's Equipment may be removed from time to time by Lessee or
other occupants of the Premises.  Any damage caused by such removal shall be
repaired by Lessee at Lessee's expense.

                                   ARTICLE 13

                               NOTICES OR DEMANDS

    All notices to or demands upon Lessor or Lessee desired or required to be
given under any of the provisions hereof shall be deemed to have been duly and
sufficiently given if a copy thereof shall have been





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hand-delivered or mailed by United States first class mail in an envelope
properly stamped and addressed to Lessee at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other address as Lessee may theretofore
have furnished by written notice to Lessor; and any notices or demands from
Lessee to Lessor shall be deemed to have been duly and sufficiently given if a
copy thereof shall have been hand-delivered or mailed by United States first
class mail in an envelope properly stamped and addressed to the Lessor c/o
Waste Management, Inc. at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: General Counsel or at such other address as Lessor may have
furnished by written notice to Lessee.

                                   ARTICLE 14

                       DEFAULT AND REMEDIES UPON DEFAULT

    SECTION 14.1  If Lessee shall default in the payment of the rent or any
part thereof when due as herein provided, and such default shall continue for
ten (10) days after notice thereof in writing to Lessee, or if default shall be
made in any of the other covenants, agreements, conditions or undertakings
herein contained to be kept, observed and performed by Lessee, and such default
shall continue for thirty (30) days after notice thereof in writing to Lessee,
or if Lessee shall abandon the Premises, then and in any such event it shall be
lawful for Lessor, at its election to declare the term ended and to take
appropriate legal action to re-enter and regain possession of the Premises. If
default shall be made in any covenant, agreement, condition or undertaking
herein contained to be kept, observed and performed by Lessee, other than the
payment of rent as herein provided, which cannot with due diligence be cured
within a period of thirty (30) days, and if notice thereof in writing shall
have been given to Lessee, and if Lessee prior to the expiration of thirty (30)
days from and after the giving of such notice commences to eliminate the cause
of such default and proceeds diligently and with reasonable dispatch to take
all steps and do all work required to cure such default and does so cure such
default, then Lessor shall not have the right to declare the said term ended by
reason of such default; provided, however, that the curing of any default in
such manner shall not be construed to limit or reduce the right of Lessor to
declare said term ended and enforce all of its rights and remedies hereunder
for any default not so cured.

    SECTION 14.2  If a default occurs and is not cured within the time
permitted herein, Lessor shall have the rights and remedies hereinafter set
forth, which shall be distinct, separate and cumulative with and in addition to
any other right or remedy allowed under any law or other provisions of this
Sublease:

    (a)  Lessor may terminate this Sublease, repossess the Premises by detainer
suit or other lawful means, and recover as damages a sum of money equal to (a)
any unpaid rent as of the termination date including interest accruing from the
due date thereof at the rate of twelve percent (12%) per annum, (b) any unpaid
rent which would have accrued after the termination date through the time of
award including interest accruing from the due date thereof at the rate of
twelve percent (12%) per annum, (c) any unpaid rent which would have accrued
after the time of award during the balance of the term discounted to the
present value of such amount, and (d) any other amounts necessary to compensate
Lessor for all detriment or damages proximately caused by Lessee's failure to
perform its obligations under this Sublease  including, without limitation,
Lessor's costs of reletting. If applicable law shall require that the amount of
unpaid rent recoverable hereunder be modified to reflect the "worth at the time
of award," computed by allowing or discounting interest at specified rates, or
the "reasonable value" of the rent claimed, or shall require any other specific
modification of the foregoing provisions, such law shall govern and control.

    (b)  Lessor shall at all times have the rights and remedies (which shall be
cumulative with any other rights of Lessor hereunder or under any law): (i) to
seek any declaratory, injunctive or other equitable relief and specifically
enforce this Sublease or restrain or enjoin a violation or breach of any
provision hereof and (ii) to ▇▇▇ for and collect any unpaid rent. Such rights
may be exercised at any time and from time to time. Notwithstanding anything to
the contrary contained in this Sublease, to the extent not expressly prohibited
by applicable law, in the event of any default by Lessee not cured within any
applicable time for cure hereunder, Lessor may terminate this Sublease and
accelerate and declare that all rent reserved for the remainder of the term
shall be immediately due and payable; provided, Lessor shall, after receiving





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payment of the same from Lessee, be obligated to turn over to Lessee any actual
net reletting proceeds thereafter received during the remainder of the term, up
to the amount so received from Lessee pursuant to this provision.

    (c)   No re-entry or repossession, repairs, changes, alterations and
additional reletting, acceptance of keys from Lessee, or any other action or
omission by Lessor shall be construed as an election by Lessor to terminate
this Sublease or accept a surrender of the Premises, nor shall the same operate
to release the Lessee in whole or in part from any of the Lessee's obligations
hereunder, unless express written notice of such intention is sent by Lessor or
its agent to Lessee. The times set forth herein for the curing of defaults by
Lessee are of the essence of this Sublease. Lessee hereby irrevocably waives
any right otherwise available under any law to redeem or reinstate this
Sublease.

                                   ARTICLE 15

                            SURRENDER OF POSSESSION

    If Lessee shall hold over beyond the expiration of the term herein provided
or any renewal or extension thereof, Lessor may at its election either proceed
to evict Lessee by legal proceedings or treat such holdover tenancy only as a
month-to- month tenancy for 200% of the monthly rental herein specified.

                                   ARTICLE 16

                               OPTION TO PURCHASE

    Provided that Lessee is not in default of any term of this Sublease and
provided that this Sublease has not terminated prior to the termination date,
Lessor grants to Lessee the exclusive right and option to purchase  (i) all of
Lessee's right, title and interest in the Premises under that certain Agreement
for Lease of Incinerator Property, dated October 31, 1988, between the City of
Terrell, Texas, a Texas municipal corporation, as lessor, and American
Container Service Corporation, Inc., a Delaware corporation, as lessee (the
"Lessor Lease"), and (ii) the Personal Property (together, the "Purchased
Property"), upon the following terms and conditions:

    (a)  The option may be exercised by Lessee at any time at least 90 days
prior to the expiration of the term  of this Sublease upon written notice of
exercise to Lessor accompanied by a check in the amount of $50,000 as an
▇▇▇▇▇▇▇ money deposit.

    (b)  This Article shall be deemed an irrevocable offer by Lessor to sell
the Purchased Property to Lessee on the terms and conditions set forth in this
Article.  Lessee's exercise of the option shall be deemed Lessee's acceptance
of such offer.  Such offer and acceptance shall constitute a binding contract
for the purchase and sale of the Purchased Property, in accordance with terms
of this Article and the then generally prevailing customs and practices
relating to the sale of real estate in the county in which the Premises are
located.

    (c)  The date of closing shall be as specified in Lessee's notice of
exercise of the option, which date shall be no earlier than forty-five (45)
days and no later than ninety (90) days after the date of such notice.

    (d)  The purchase price of the Purchased Property  shall be the "net book
value" of the Premises as of the close of the month preceding the month of
closing. The "net book value" of the Premises for this purpose shall be
determined in a manner consistent with the determination of the "net book
value" of the Premises on Schedule 4 to the Asset Purchase Agreement, and shall
reflect increases as described in Section 2.1 of this Sublease.

    (e)  Lessee shall be allowed a credit against the purchase price of the
Purchased Property in an amount equal to the sum of:





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         (1) one-half of the aggregate "capital charge" component of Lessee's
    monthly rent paid during the term of this Sublease through the close of the
    month preceding the month of closing (as the "capital charge" component of
    the monthly rent for the Premises is shown on Schedule 4 to the Asset
    Purchase Agreement, and as it may be increased in accordance with Section
    2.1 of this Sublease); and

         (2) the aggregate "monthly depreciation" component of Lessee's monthly
    rent paid during the term of this Sublease through the close of the month
    preceding the month of closing (as the "monthly depreciation" component of
    the monthly rent for the Premises is shown on Schedule 4 to the Asset
    Purchase Agreement, and as it may be increased in accordance with Section
    2.1 of this Sublease).

    (f)  The closing shall occur at the Premises or at such other location as
mutually agreed by Lessor and Lessee.

    (g)  Lessor shall deliver to Lessee at the closing such of the following as
are applicable:  (i) an assignment of Lessor's interest under the Lessor Lease,
in form and content acceptable to Lessee, which assignment shall be consented
to by Lessor's lessor and (ii) a ▇▇▇▇ of sale, in form and content acceptable
to Lessee, conveying to Lessee all of Lessor's right, title and interest in and
to the Personal Property.

    (h)  This Sublease shall terminate on the date of closing. Rents and other
proratable items shall be prorated as of the date of closing.  All prorations
shall be final.

    (i)  Possession of the Premises shall be delivered to Lessee as the owner
of Lessor's interest under the Lessor Lease at the closing.

                                   ARTICLE 17

                                    PERMITS

    Lessee has obtained the necessary regulatory approvals and permits to
operate an incinerator or autoclave at the Premises for the treatment of
medical waste.   Upon the termination of this Sublease for any purpose, other
than pursuant to the exercise of Lessee's option pursuant to Article 16 above,
the parties agree to cooperate in good faith with each other so that all of
Lessee's regulatory approvals and permits and approvals are transferred to
Lessor.

    Lessee hereby agrees to provide Lessor with access to the Premises and to
all records relevant to Lessee's compliance with its regulatory approvals and
permits that Lessee maintains in respect of its operation of an incinerator or
autoclave at the Premises for the treatment of medical waste. Lessee also agrees
to provide copies of any and all correspondence from or to regulatory
authorities regarding Lessee's operations at the Premises and to notify Lessor
as far in advance as possible of any inspections.

    Lessee agrees to operate at the Premises in full compliance with all
applicable laws, regulations and the conditions set forth in Lessee's
regulatory approvals and permitst, copies of which have been previously
delivered to Lessor.  Lessee agrees to defend, indemnify and hold Lessor and
its affiliates harmless from and against all indemnifiable damages of Lessor.
For this purpose, "indemnifiable damages" of Lessor means the aggregate of all
expenses, losses, costs, deficiencies, liabilities and damages (including
attorneys' fees and court costs) incurred or suffered by Lessor, or any of its
directors, agents, employees or affiliates or its affiliates directors, agents
or employees, as a result of or in connection with Lessee's operations at the
Premises.





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                                   ARTICLE 18

                              BROKER'S COMMISSION

    Lessor and Lessee warrant, each to the other, that there are no brokers
involved in this lease transaction. If any other person shall assert a claim to
a fee, commission or other compensation on account of alleged employment as a
broker or finder or for performance of services as a broker or finder in
connection with this Sublease, the party hereto under whom the broker or finder
is claiming shall indemnify and hold harmless the other party against and from
any such claim and all costs, expenses and liabilities incurred in connection
with such claim or any action or proceeding brought thereon.

                                   ARTICLE 19

                              SUBLEASE PROVISIONS

    SECTION 19.1  This Sublease is a sublease of Lessor's leasehold interest in
the Premises under the Lessor Lease.

    SECTION 19.2  Lessee shall perform all of Lessor's obligations under the
Lessor Lease.

    SECTION 19.3  Lessor will use reasonable efforts to procure the written
consent of the landlord under the Lessor Lease to the sublease of the Premises
under this Sublease substantially in the form attached hereto as Exhibit C.

                                   ARTICLE 20

                               PERSONAL PROPERTY

    Lessor represents and warrants to Lessee that Lessor holds title to the
Personal Property free and clear of all liens, claims and encumbrances,
including any claims by the landlord under the Lessor Lease.

                                   ARTICLE 21

                                 MISCELLANEOUS

    SECTION 21.1  The captions of this Sublease are for convenience only and
are not to be construed as part of this Sublease and shall not be construed as
defining or limiting in any way the scope or intent of the provisions hereof.

    SECTION 21.2  If any term or provision of this Sublease shall to any extent
be held invalid or unenforceable, the remaining terms and provisions of this
Sublease shall not be affected thereby, but each term and provision of this
Sublease shall be valid and be enforced to the fullest extent permitted by law.

    SECTION 21.3  This Sublease shall be construed and enforced in accordance
with the laws of the state in which the Premises are located.

    SECTION 21.4  Lessor and Lessee agree that this Sublease is not in
consideration for or dependent or contingent in any manner upon any other
contract, lease or agreement between them and that the term, rental and other
provisions of this Sublease are not intended by said parties to be tied in with
any other such contract, lease or agreement; but on the contrary, this Sublease
and all of its provisions are entirely and completely independent of any other
transactions or relationship between the parties.

    SECTION 21.5  The failure of Lessor to enforce any term, covenant,
condition, or agreement hereof by reason of its breach by Lessee after notice
hereunder shall not be deemed to avoid or affect the right of Lessor





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to enforce the same term, covenant, condition or agreement on the occasion of
the subsequent default or reach.


    IN WITNESS WHEREOF, Lessor and Lessee have caused these presents to be
executed as of the day and year first herein above written.


                                       Lessor:

                                    WASTE MANAGEMENT OF TEXAS, INC.
                                       a Texas corporation


                                    By:     /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇                 
                                       -----------------------------------------
                                            Name:     ▇▇▇▇ ▇. ▇▇▇▇▇▇
                                            Title:    Vice President


                                       Lessee:

                                    STERICYCLE, INC.
                                       a Delaware corporation


                                    By:     /s/ ▇▇▇▇▇ ▇. ▇▇▇                   
                                       -----------------------------------------
                                            ▇▇▇▇▇ ▇. ▇▇▇
                                            Vice President, Regulatory Affairs
                                            and Quality Assurance





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                                   EXHIBIT A


                  MUNICIPAL SOLID WASTE INCINERATION FACILITY
                          CITY OF ▇▇▇▇▇▇▇ INCINERATOR


                              PROPERTY DESCRIPTION




                                   [Omitted]





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                                   EXHIBIT B


                               PERSONAL PROPERTY




                                   [Omitted]





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                                   EXHIBIT C


                               LANDLORD'S CONSENT



                                   [Omitted]





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