AMENDMENT TO

                                   AMENDMENT TO

                                FOURTH AMENDED AND

                             RESTATED LOAN AGREEMENT

This Agreement is entered into, effective as of October 1, 1998, by and
between NORCAL WASTE SYSTEMS, INC., a California corporation (the "Company"),
and the NORCAL WASTE SYSTEMS, INC. EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST (the
"ESOP").

                              W I T N E S S E T H:

WHEREAS, the Company and the ESOP entered into a Fourth Amended and Restated
Loan Agreement (the "Loan Agreement"), effective as of October 1, 1995;

WHEREAS, effective as of October 1, 1998, the Company made an election to be
treated as an "S corporation" under Section 1361 of the Internal Revenue Code
of 1986, as amended; and

WHEREAS, it is in the best interests of both the Company and the ESOP
participants to modify the Loan Agreement to provide maximum flexibility in
tax planning;

NOW, THEREFORE, the Company and the ESOP hereby agree that Section 3.1 of the
Loan Agreement is restated, effective as of October 1, 1998, to read as
follows:

3.1 Repayments. As of October 1, 1998, the remaining principal balance under
the Notes is $ 38,891,321 ($ 2,825,857 under Note I, $ 29,263,626 under Note II
and $ 6,801,838 under Note III). It is expected that the ESOP can pay interest
only to the Company so long as the Company continues to be an "S corporation"
under Section 1361 of the Code; provided, however, that the total remaining
balance of principal and interest payable under the Notes shall be due and
payable on September 30, 2008, and that the cumulative payments of principal on
the Notes shall not be less, as of any September 30th, than would have been the
case under the payment schedule in this Section 3.1 as in effect prior to
October 1, 1998. Such payments shall first pay interest accrued on each of the

Notes and shall then amortize principal first on Note I, until fully repaid,
and then on Note II, until fully repaid, and then on Note III, until fully
repaid.

IN WITNESS WHEREOF, the Company and the ESOP have executed this Amendment
No. 1 to the Loan Agreement this 24th day of June, 1999.

                                              NORCAL WASTE SYSTEMS, INC.

                                              By: /s/ Xxxxxxx X. Xxxxxxxxxx
                                                         Xxxxxxx X. Xxxxxxxxxx
                                                         President and Chief
                                                         Executive Officer

                                              NORCAL WASTE SYSTEMS, INC.
                                              EMPLOYEE STOCK OWNERSHIP
                                              PLAN AND TRUST

                                              By the Administrative Committee
                                              of the Norcal Waste Systems, Inc.
                                              Employee Stock Ownership Plan

                                              By: /s/ Xxxx X. Xxxxxx
                                                         Xxxx X. Xxxxxx
                                                         Chair