1 Exhibit 10.45 ASSET PURCHASE AGREEMENT Dated as of September 22, 1998, by and among Waste Connections, Inc., Curry Transfer & Recycling, Inc. Harrell's Septic

1
Exhibit 10.45

ASSET PURCHASE AGREEMENT

Dated as of September 22, 1998, by and among

Waste Connections, Inc.,
Xxxxx Transfer & Recycling, Inc.
Xxxxxxx'x Septic

and

Xxxxx Xxxx
and
Xxxxxx Xxxx

TABLE OF CONTENTS

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1. PURCHASE AND SALE OF ASSETS........................................................ 1
1.1. Sale and Transfer of Assets................................................. 1
1.2. Assumption by Buyer of Assumed Contracts.................................... 2
1.3. Excluded Liabilities........................................................ 2
1.4. Purchase Price.............................................................. 2
1.5. Certain Taxes............................................................... 3

2. CLOSING TIME AND PLACE............................................................. 3

3. REPRESENTATIONS AND WARRANTIES OF SELLERS.......................................... 3
3.1. Standing and Authority for Business......................................... 3
3.2. All Assets Being Acquired................................................... 3
3.3. Authority for Agreement..................................................... 3
3.4. No Breach or Default........................................................ 4
3.5. [INTENTIONALLY OMITTED]..................................................... 4
3.6. Liabilities................................................................. 4
3.7. Conduct of the Business..................................................... 4
3.8. Permits and Licenses........................................................ 4
3.9. Affiliate................................................................... 6
3.10. Fixed Assets and Facility Property.......................................... 6
3.11. Acquisition/Disposal of Assets.............................................. 7
3.12. Contracts and Agreements; Adverse Restrictions.............................. 7
3.13. [INTENTIONALLY OMITTED]..................................................... 8
3.14. [INTENTIONALLY OMITTED]..................................................... 8
3.15. Taxes....................................................................... 7
3.16. Copies Complete............................................................. 8
3.17. Customers, Xxxxxxxx, Current Receipts and Receivables....................... 8
3.18. [INTENTIONALLY OMITTED]..................................................... 8
3.19. Closing Date Debt........................................................... 8
3.20. Compliance With Laws........................................................ 8
3.21. Patents, Trademarks, Trade Names, etc....................................... 9
3.22. Assets, etc., Necessary to the Business..................................... 9
3.23. Suppliers and Customers..................................................... 9
3.24. Absence of Certain Business Practices....................................... 9
3.25. Disclosure Schedules........................................................ 9
3.26. No Misleading Statements.................................................... 10
3.27. Accurate and Complete Records............................................... 10
3.28. Knowledge................................................................... 10
3.29. Brokers; Finders............................................................ 10

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4. REPRESENTATIONS AND WARRANTIES OF BUYER............................................ 10
4.1. Existence and Good Standing................................................. 10
4.2. Authorization of Agreement.................................................. 10
4.3. No Misleading Statements.................................................... 11

5. CLOSING DELIVERIES................................................................. 11
5.1. Buyer's Deliveries.......................................................... 11
5.2. Sellers' Deliveries......................................................... 11

6. ADDITIONAL COVENANTS OF WCI, CTR, AND SELLERS...................................... 12
6.1. Confidentiality............................................................. 12
6.2. Brokers and Finders Fees.................................................... 12
6.3. Payments Recorded by Sellers After Closing Date............................. 12
6.4. Consents.................................................................... 12

7. INDEMNIFICATION.................................................................... 12
7.1. Indemnity by Sellers........................................................ 12
7.2. Limitations on Sellers' Indemnities......................................... 14
7.3. Notice of Indemnity Claim................................................... 14
7.4. Survival of Representations, Warranties and Agreements...................... 15
7.5. No Exhaustion of Remedies or Subrogation; Right of Set Off.................. 15

8. OTHER POST-CLOSING COVENANTS OF SELLERS AND BUYER.................................. 15
8.1. Restrictive Covenants....................................................... 15
8.2. Rights and Remedies Upon Breach............................................. 17

9. GENERAL............................................................................ 18
9.1. Additional Conveyances...................................................... 18
9.2. Assignment.................................................................. 18
9.3. Public Announcements........................................................ 18
9.4. Counterparts................................................................ 19
9.5. Notices..................................................................... 19
9.6. Attorneys' Fees............................................................. 19
9.7. Applicable Law.............................................................. 19
9.8. Payment of Fees and Expenses................................................ 19
9.9. Incorporation by Reference.................................................. 20
9.10. Captions.................................................................... 20
9.11. Number and Gender of Words.................................................. 20
9.12. Entire Agreement............................................................ 20
9.13. Waiver...................................................................... 20
9.14. Construction................................................................ 20

10. GLOSSARY........................................................................... 20

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ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of September 22, 1998, and entered into by
and among Waste Connections, Inc., a Delaware corporation ("WCI"), Xxxxx
Transfer & Recycling, Inc., an Oregon corporation ("CTR" and, collectively with
WCI, "BUYER"), and Xxxxx and Xxxxxx Xxxx, as husband and wife, doing business as
Xxxxxxx'x Septic ("SELLERS").

WHEREAS, Sellers are engaged in the portable toilet and septic services business
in Crescent City, California, and the counties of Del Norte and Humboldt,
California and Xxxxx, Oregon (the "BUSINESS");

WHEREAS, Sellers are the sole owners of the Business;

WHEREAS, Buyer wishes to purchase, and Sellers wish to sell certain
assets that are necessary to operate the Business;

NOW, THEREFORE, in consideration of the premises and of the mutual
agreements, representations, warranties, provisions and covenants herein
contained, the parties hereto, each intending to be bound hereby, agree as
follows:

1. PURCHASE AND SALE OF ASSETS.

1.1. Sale and Transfer of Assets. Subject to and in accordance
with the terms and conditions of this Agreement, at the Closing on the Closing
Date (as defined below) Sellers shall convey, transfer, deliver and assign to
Buyer (and as among Buyer, as they shall designate to Sellers), and Buyer shall
accept from Sellers all of the assets listed on Schedule 1.1 (collectively, the
"ASSETS"), including without limitation:

(a) the trucks, containers, operating machinery and
equipment, processing equipment, parts, supplies, accessories,
inventory, physical assets and other tangible personal property
used primarily in connection with the ownership,operation and
management of the Business;

(b) all contracts, leases, agreements, customer accounts,
commitments and arrangements specifically identified in Schedule
3.12(a) as contracts contemplated to be assumed by Buyer pursuant
to this Agreement (the "ASSUMED CONTRACTS");

(c) all permits, licenses, titles (including motor vehicle
titles and current registrations), fuel permits, zoning and land
use approvals and authorizations, including, without limitation,
any conditional or special use approvals or zoning variances,
occupancy permits, and any other similar documents from any and
all governmental

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authorities constituting a material authorization or entitlement
or otherwise material to the operation or management of the
Business owned by, issued to, or held by or otherwise benefiting
Sellers (the "GOVERNMENTAL PERMITS");

(d) all customer lists of Sellers relating to the Business;

(e) the logos, trade names, fictitious business names and
service marks of Sellers;

(f) the good will of the Business;

(g) all guarantees, warranties, indemnities and similar
rights in favor of Sellers with respect to any of the Assets and
all relevant portions of the books and records relating to the
Assets;

(h) all relevant portions of the operating and financial
records relating to the Assets, including without limitation all
ledgers, books of account, deprecation schedules, inventory
information, records relating to payables and receivables,
cancelled checks, bank statements, equipment records, maintenance
records, disposal records and information concerning customers;
and

(i) the two phone numbers used in the Business.

Notwithstanding the foregoing, Buyer shall not acquire any of the assets listed
on Schedule 3.2 (the "EXCLUDED ASSETS").

1.2. Assumption by Buyer of Assumed Contracts. Buyer hereby
assumes and agrees to perform and discharge, effective the day after the Closing
Date all of the obligations and commitments of Sellers accruing after the
Closing Date under or with respect to each Assumed Contract, but not including
any obligation or liability for any breach thereof occurring on or prior to the
Closing Date.

1.3. Excluded Liabilities. Notwithstanding the provisions of
Section 1.2 or any other provision hereof or any Schedule or Exhibit hereto and
regardless of any disclosure to Buyer, Buyer shall not assume or be bound by any
other duties, responsibilities, obligations or liabilities of Sellers or to
which Sellers or any of the Assets or the Business may be bound or affected, of
whatever kind or nature, whether known, unknown, contingent or otherwise,
arising before, on or after the Closing Date (including without limitation taxes
arising from the operation of the Business or the sale of the Assets) except, as
to obligations and liabilities arising after the Closing Date only, those
obligations and liabilities expressly assumed by Buyer pursuant to Section 1.2
(the "EXCLUDED LIABILITIES").

1.4. Purchase Price. The purchase price (the "Purchase Price")
for the Assets shall be payable as follows:

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(a) One Hundred Seventy-five Thousand Dollars ($175,000),
minus the Closing Date Debt as described on Schedule 3.19. The Purchase Price
shall be paid in cash by wire transfer or check payable in clearinghouse funds
at Closing. The cash portion of the Purchase Price paid at the Closing will be
based on Schedule 3.19 as delivered at the Closing.

(b) Buyer shall deliver to the Sellers a non-interest
bearing Installment Note (the "NOTE") in the aggregate principal amount of Fifty
Thousand Dollars ($50,000), which Note shall be paid in twenty (20) equal
quarterly installments of Two Thousand Five Hundred Dollars ($2,500) and shall
be substantially in the form of Exhibit 1.4(b) attached hereto. The quarterly
installments of the Note shall be paid on the first day of each calendar quarter
starting on October 1, 1998. The Note will be secured by the Assets as described
in the Security Agreement (the "SECURITY AGREEMENT") substantially in the form
of Exhibit 1.5 attached hereto.

1.5. Certain Taxes. Buyer shall pay any and all sales, use,
excise, transfer and conveyance taxes payable or assessable in connection with
or as a result of the transfer of the Assets under the terms of this Agreement
and the transactions contemplated hereby. Buyer shall not be responsible for any
business, occupation, withholding, possessory interest or similar tax or
assessment or any other tax or fee of any kind relating to any period on or
prior to the Closing Date with respect to Sellers, the Assets or the ownership,
operation or management of the Business.

1.6. Allocation of Purchase Price. Two Thousand Dollars ($2,000)
of the Purchase Price payable as cash shall be allocated to the covenant not to
compete described in Section 8.1(a).

2. CLOSING TIME AND PLACE

Subject to the terms and conditions of this Agreement, the closing of
the transactions contemplated herein (the "CLOSING") shall take place at such
time on September , 1998, as the parties shall agree (the "CLOSING DATE"). At
the Closing, Buyer and Sellers shall deliver to each other the documents,
instruments and other items described in Section 5 of this Agreement.

3. REPRESENTATIONS AND WARRANTIES OF SELLERS

Sellers (i) represent and warrant that each of the following
representations and warranties is true and complete as of Closing Date, and (ii)
agree that such representations and warranties shall survive the Closing.

3.1. Standing and Authority for Business. Sellers have full power
and authority to own the Assets and to operate the Business as now conducted.

3.2. All Assets Being Acquired. The Assets being acquired by
Buyer hereunder constitute all of the assets of Sellers used and necessary to
conduct and operate the Business as it is presently conducted, except those
assets disclosed on Schedule 3.2.

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3.3. Authority for Agreement. Sellers have full right, power and
authority to enter into this Agreement and to perform his and her obligations
hereunder. This Agreement has been duly and validly executed and delivered by
Sellers, and, subject to the due authorization, execution and delivery by Buyer,
constitutes the legal, valid and binding obligation of Sellers, enforceable
against Sellers in accordance with its terms.

3.4. No Breach or Default. Except as disclosed on Schedule 3.4,
the execution and delivery by Sellers of this Agreement, and the consummation by
Sellers of the transactions contemplated hereby, will not:

(a) result in the breach of any of the terms or conditions
of, or constitute a default under any obligation by which Sellers, or any of the
Assets, is or may be bound or affected; or

(b) violate any law or any order, writ, injunction or decree
of any court, administrative agency or governmental authority, or require the
approval, consent or permission of any governmental or regulatory authority; or

3.5. [INTENTIONALLY OMITTED]

3.6. Liabilities. There are no material liabilities related to
the Assets, except those described on Schedule 3.6, Part I hereto. There are no
claims, suits or proceedings pending against the Seller relating to the Assets,
except those described on Schedule 3.6, Part II hereof. There are no liens,
claims, or encumbrances secured by any of the Assets, except those listed on
Schedule 3.6, Part III hereof. Part IV of Schedule 3.6 lists, as of the Closing
Date and to the extent not otherwise included in Part I or Part III of Schedule
3.6, all real property and material personal property leasehold interests to
which Sellers are a party as lessor or lessee relating to the Business or
affecting or relating to any Facility Property (as described in Section 3.8),
including a description of the nature and principal terms of such leasehold
interest and the identity of the other party thereto.

3.7. Conduct of the Business. Except as set forth on Schedule
3.7, since August 3, 1998 (the "LETTER OF INTENT DATE"):

(a) The Business has been conducted only in the ordinary
course; and

(b) There has been no change in Sellers' financial
condition, the Assets, liabilities (contingent or otherwise), income or
operations of Sellers relating to the Assets other than changes in the ordinary
course of business, none of which either singly or in the aggregate has been
materially adverse, or which could have a material adverse effect on the
financial condition, Assets, liabilities (contingent or otherwise), income or
operations of the Business.

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3.8. Permits and Licenses.

(a) Schedule 3.8(a) is a full and complete list, and
includes copies, of all material permits, licenses, franchises,
titles (including motor vehicle titles and current
registrations), fuel permits, zoning and land use approvals and
authorizations, including, without limitation, any conditional or
special use approvals or zoning variances, occupancy permits, and
any other similar documents held by the Sellers relating to the
Assets (collectively the "GOVERNMENTAL PERMITS") owned by, issued
to, held by or otherwise benefiting Sellers as of the Closing
Date. The status of the Governmental Permits related to the
disposal areas owned or used by Sellers, including, without
limitation, any conditions thereto and, if applicable, the
expiration dates thereof, are also described in Schedule 3.8(a).
Schedule 3.8(a) also sets forth the name of any governmental
agency from whom Sellers or Buyer must obtain consent (the
"REQUIRED GOVERNMENTAL CONSENTS") in order to effect a direct or
indirect transfer of the Governmental Permits required as a
result of the consummation of the transactions contemplated by
this Agreement. Except as set forth on Schedule 3.8(a), all of
the Governmental Permits enumerated and listed on Schedule 3.8(a)
are and will be adequate for the use of the Assets and of each
Facility Property as presently operated and are valid and in full
force and effect. All of said Governmental Permits and agreements
have been duly obtained and are in full force and effect, and
there are no proceedings pending or, to the knowledge of Sellers,
threatened which may result in the revocation, cancellation,
suspension or adverse modification of any of the same. Sellers
have no knowledge of any reason why all such Governmental Permits
and agreements will not remain in effect after consummation of
the transactions contemplated hereby.

(b) As part of Schedule 3.8(b), Sellers have delivered to
Buyer: (i) all records, notifications, reports, permit and
license applications, engineering and geologic studies, and
environmental impact reports, tests or assessments (collectively,
"RECORDS, NOTIFICATIONS AND REPORTS") that (A) are material to
the operation of the Assets, or (B) relate to the discharge or
release of materials into the environment and/or the handling or
transportation of waste materials or hazardous or toxic
substances or otherwise relate to the protection of the public
health or the environment, or (C) were filed with or submitted to
appropriate governmental agencies during the past five years by
Sellers or their agents, and (ii) all material notifications from
such governmental agencies to Sellers or their agents in response
to or relating to any of such Records, Notifications and Reports.

(c) Schedule 3.8(c) lists, as of the Closing Date, each
facility owned, leased, operated or otherwise used by Sellers for
the Assets, the ownership, lease, operation or use of which is
being transferred to, assumed by or otherwise acquired directly
or indirectly by Buyer pursuant to this Agreement (each, a
"FACILITY" and collectively, the "FACILITIES"). Except as
otherwise disclosed on Schedule 3.8(c):

(i) Each Facility is fully licensed, permitted and
authorized to carry on its current business under all
applicable federal, state and local statutes,

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orders, approvals, zoning or land use requirements, rules
and regulations and no Facility is a non-conforming use or
otherwise subject to any restrictions regarding
reconstruction.

(ii) All activities and operations at each Facility are
being and have been conducted in compliance in all material
respects with the requirements, criteria, standards and
conditions set forth in all applicable federal, state and
local statutes, orders, approvals, permits, zoning or land
use requirements and restrictions, variances, licenses,
rules and regulations.

(iii) Each Facility is located on real property owned
or leased by Sellers (each a "FACILITY PROPERTY").

(iv) There are no circumstances, conditions or reasons
which are likely to be the basis for revocation or
suspension of any Facility's site assessments, permits,
licenses, consents, authorizations, zoning or land use
permits, variances or approvals relating to any Facility
owned by Sellers, or any Affiliate (as hereinafter defined)
of Sellers and leased to Sellers to be used in the Business
after the Closing, and to the knowledge of Sellers there are
no circumstances, conditions or reasons which are likely to
be the basis for revocation or suspension of any site
assessments, permits, licenses, consents, authorizations,
zoning or land use permits, variances or approvals relating
to any such Facility.

3.9. Affiliate. For purposes of this Agreement, the term
"AFFILIATE" means, with respect to any person, any person that directly or
indirectly through one or more intermediaries controls, or is controlled by, or
is under common control with such person, and in the case of Sellers includes
each Seller's father, mother, grandfather, grandmother, brothers, sisters,
children and grandchildren, and in the case of a trust includes the grantors,
trustees and beneficiaries of the trust.

3.10. Fixed Assets and Facility Property.

(a) Schedule 3.10(a) lists, as of the Closing Date,
substantially all the fixed assets (other than real estate) of
Sellers used in the Business, including, without limitation,
identification of each vehicle by description and serial number,
identification of machinery, equipment and general descriptions
of parts, supplies and inventory. All of Sellers' containers,
vehicles, machinery and equipment to be acquired by Buyer will be
delivered to the Buyer "as is, where is". All leases of fixed
assets are in full force and effect and binding upon the parties
thereto; neither Sellers nor any other party to such leases is in
breach of any of the material provisions thereof.

(b) Sellers have good, valid and marketable title to all of
the Assets, free of any encumbrance or charge of any kind except:
(i) liens for current taxes not yet due; and (ii) minor
imperfections of title and encumbrances, if any, that are not
substantial in amount, do not

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materially detract from the value of the property subject
thereto, do not materially impair the value of the Business or
the Assets, and have arisen only in the ordinary course of
business and consistent with past practice. There are and as of
the Closing Date will be no leases, occupancy agreements,
options, rights of first refusal or any other agreements or
arrangements, either oral or written, that create or confer in
any person or entity the right to acquire, occupy or possess, now
or in the future, any Assets, or any portion thereof, or create
in or confer on any person or entity any right, title or interest
therein or in any portion thereof.

3.11. Acquisition/Disposal of Assets. Except as indicated on
Schedule 3.11, since the Letter of Intent Date, Sellers have not acquired or
sold or otherwise disposed of any properties or assets which, singly or in the
aggregate, have a value in excess of $5,000.

3.12. Contracts and Agreements; Adverse Restrictions.

(a) Schedule 3.12(a) lists, as of the Closing Date, and
includes copies of, all insurance policies, material contracts
and agreements relating to the Assets to which either of the
Sellers is a party or by which any of the Assets is bound
(including, but not limited to, joint venture or partnership
agreements, contracts with any labor organizations, promissory
notes, loan agreements, bonds, mortgages, deeds of trust, liens,
pledges, conditional sales contracts or other security
agreements) (the "ASSUMED CONTRACTS"). Except as disclosed on
Schedule 3.12(a), all such contracts and agreements included in
Schedule 3.12(a) are and on the Closing Date shall be in full
force and effect and binding upon the parties thereto. Except as
described or cross referenced on Schedule 3.12(a), neither
Sellers nor, to Sellers' knowledge, any other parties to such
contracts and agreements is in breach thereof, and none of the
parties has threatened to breach any of the material provisions
thereof or notified Sellers of a default thereunder, or exercised
any options thereunder.

(b) Except as set forth on Schedule 3.12(b), there is no
outstanding judgment, order, writ, injunction or decree against
Sellers, the result of which could materially adversely affect
Sellers, the Assets or any of the Assets, nor have Sellers been
notified that any such judgment, order, writ, injunction or
decree has been requested.

3.13. [INTENTIONALLY OMITTED]

3.14. [INTENTIONALLY OMITTED]

3.15. Taxes.

(a) Sellers have timely filed all requisite federal, state,
local and other tax and information returns due related to the
Assets for all fiscal periods ended on or before the Closing
Date. All such returns are accurate and complete. Except as set
forth on Schedule 3.15, there are no open years, examinations in
progress, extensions of any statute of limitations or claims
against Sellers relating to federal, state, local or other taxes
(including penalties and interest) for any period or periods
prior to and including the

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Closing Date and no notice of any claim for taxes has been
received. Copies of (i) any tax examinations, (ii) extensions of
statutory limitations and (iii) the federal income, and state
franchise, income and sales tax returns of Sellers for the last
three fiscal years are attached as part of Schedule 3.15. Sellers
have not been contacted by any federal, state or local taxing
authority regarding a prospective examination.

(b) Except as set forth on Schedule 3.15 (which schedule
also includes the amount due) Sellers have duly paid all taxes
and other related charges required to be paid prior to the
Closing Date. The reserves for taxes contained in the Financial
Statements are adequate to cover the tax liability of Sellers as
of the Closing Date.

3.16. Copies Complete. Except as disclosed on Schedule 3.16, the
copies of all leases, instruments, agreements, licenses, permits, certificates
or other documents that have been delivered to Buyer in connection with the
transactions contemplated hereby are complete and accurate as of the Closing
Date and are true and correct copies of the originals thereof. None of such
leases, instruments, agreements, licenses, permits, site assessments,
certificates or other documents requires notice to, or consent or approval of,
any governmental agency or other third party to any of the transactions
contemplated hereby, except such consents and approvals as are listed on
Schedule 3.16.

3.17. Customers, Xxxxxxxx, Current Receipts and Receivables.
Schedule 3.17 is current, accurate and complete list of, and includes the
customers of the Business that Sellers serve on an ongoing basis, including
name, location and current billing rate, as of the Closing Date. Since the
Letter of Intent Date, Sellers have not lost any customers and no customers have
threatened or otherwise indicated to Sellers that they intend to discontinue
doing business with Sellers. Sellers have no knowledge of any intention of any
of such customers to terminate or reduce the scope of its operations at the
locations served by the Business, and none of such customers has indicated to
Sellers that it is considering terminating or reducing the scope of any of its
operations at any of such locations.

3.18. [INTENTIONALLY OMITTED]

3.19. Closing Date Debt. At the Closing, Sellers shall prepare
and deliver to Buyer Schedule 3.19, which shall set forth the amount of (i) the
aggregate debt (excluding trade payables) of Sellers outstanding on the Closing
Date relating to the Business, which debt will be repaid at or immediately after
the Closing Date, including in each case all interest accrued through and
including the Closing Date and all prepayment penalties to be incurred in
connection with the repayment of any such debt required to be repaid, plus (ii)
the present value of all capitalized lease obligations (determined in accordance
with generally accepted accounting principles) included in the Assumed Contracts
or encumbering the Assets and (iii) the present value, discounted at the lease
rate factor, if known, inherent in the lease or, if the lease rate factor is not
known, at the rate charged to Sellers by a third party lender in connection with
its most recent borrowing to finance equipment, of all lease obligations that
are not capitalized lease obligations included in the Assumed Contracts or
encumbering the Assets (the "CLOSING DATE DEBT").

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3.20. Compliance With Laws. Except as disclosed on Schedule 3.20,
Sellers have complied with, and Sellers are presently in compliance with,
federal, state and local laws, ordinances, codes, rules, regulations,
Governmental Permits, orders, judgments, awards, decrees, consent judgments,
consent orders and requirements applicable to Sellers relating to the Assets
(collectively "LAWS"), including, but not limited to, Laws relating to the
public health, safety or protection of the environment (collectively,
"ENVIRONMENTAL LAWS"). Except as disclosed on Schedule 3.20, there has been no
assertion by any party that Sellers are in material violation of any Laws.

3.21. Patents, Trademarks, Trade Names, etc. Schedule 3.21 lists
all patents, trade names, fictitious business names, trademarks, service marks,
and copyrights owned by Sellers or which Sellers are licensed to use in
connection with the Business (other than licenses to use software for personal
computer operating systems that were provided when the computer was purchased
and licenses to use software for personal computers that are granted to retail
purchasers of such software). No patents, trade secrets, know-how, intellectual
property, trademarks, trade names, assumed names, copyrights, or designations
used by Sellers in the Business infringe on any patents, trademarks, or
copyrights, or any other rights of any person. Sellers do not know or have any
reason to believe that there are any claims of third parties to the use of any
such names or any similar name, or know of or has any reason to believe that
there exists any basis for any such claim or claims.

3.22. Assets, etc., Necessary to the Business. Sellers own or
lease all properties and assets, real, personal, and mixed, tangible and
intangible, and, except as disclosed on Schedules 3.4, 3.8(a), 3.12(a) and 3.16,
are a parties to all Governmental Permits and other agreements necessary to
permit Sellers to carry on the Business as presently conducted.

3.23. Suppliers and Customers. The relations between Sellers and
the customers of the Business are good. Sellers have no knowledge of any fact
(other than general economic and industry conditions) which indicates that any
of the suppliers supplying products, components, materials or providing use of,
or access to, landfills or disposal sites to Sellers intends to cease providing
such items to Sellers, nor do Sellers have knowledge of any fact (other than
general economic and industry conditions) which indicates that any of the
customers of the Business intends to terminate, limit or reduce its business
relations with Sellers relating to the Business.

3.24. Absence of Certain Business Practices. Sellers have not
directly or indirectly within the past five years given or agreed to give any
gift or similar benefit to any customer, supplier, governmental employee or
other person who is or may be in a position to help or hinder the Business in
connection with any actual or proposed transaction which (a) might subject
Sellers to any damage or penalty in any civil, criminal or governmental
litigation or proceeding, (b) if not given in the past, might have had an
adverse effect on the financial condition, business or results of operations of
the Business, or (c) if not continued in the future, might adversely affect the
financial condition, business or operations of the Business or which might
subject Buyer to suit or penalty in any private or governmental litigation or
proceeding.

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3.25. Disclosure Schedules. Any matter disclosed by Sellers on
any Schedule to this Agreement shall be deemed to have been disclosed on every
other Schedule that refers to such Schedule by cross reference so long as the
nature of the matter disclosed is obvious from a fair reading of the Schedule on
which the matter is disclosed.

3.26. No Misleading Statements. The representations and
warranties of Sellers contained in this Agreement, the Exhibits and Schedules
hereto and all other documents and information furnished to Buyer and its
representatives pursuant hereto are complete and accurate in all material
respects and do not include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements made and to be made not
misleading.

3.27. Accurate and Complete Records. The books, ledgers,
financial records and other records of Sellers relating to the Business:

(a) have been made available to Buyer and its agents at
Sellers' offices or at the offices of Buyer's attorneys or
Sellers' attorneys;

(b) have been, in all material respects, maintained in
accordance with all applicable laws, rules and regulations; and

3.28. Knowledge. Wherever reference is made in this Agreement to
the "KNOWLEDGE" of Sellers, such term means the actual knowledge of Sellers or
any knowledge which should have been obtained by Sellers.

3.29. Brokers; Finders. No person has acted directly or
indirectly as a broker, finder or financial advisor for Sellers in connection
with the transactions contemplated by this Agreement and no person is entitled
to any broker's, finder's, financial advisory or similar fee or payment in
respect thereof based in any way on any agreement, arrangement or understanding
made by or on behalf of Sellers.

4. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represent and warrant to Sellers that each of the following
representations and warranties is true as of the Closing Date and agree that
such representations and warranties will survive the Closing:

4.1. Existence and Good Standing. WCI is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. CTR is a corporation duly organized, validly existing and in good
standing under the laws of the State of Oregon.

4.2. Authorization of Agreement. This Agreement has been duly
authorized, executed and delivered by Buyer, and, subject to the due
authorization, execution and delivery by

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Sellers, constitutes a legal, valid and binding obligation of Buyer. Each of
Buyer has full corporate power, legal right and corporate authority to enter
into and perform its obligations under this Agreement and to carry on the
Business as presently conducted. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby and the fulfillment
of and compliance with the terms and conditions hereof do not and will not,
after the giving of notice, or the lapse of time or otherwise: (a) violate any
provisions of any judicial or administrative order, award, judgment or decree
applicable to CTR or WCI: (b) conflict with any of the provisions of the
Articles or Certificate of Incorporation or Bylaws of CTR or WCI; or (c)
conflict with, result in a breach of or constitute a default under any material
agreement or instrument to which CTR or WCI is a party or by which either is
bound.

4.3. No Misleading Statements. The representations and warranties
of Buyer contained in this Agreement, the Exhibits and Schedules hereto and all
other documents and information furnished to Sellers pursuant hereto are
materially complete and accurate, and do not include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements made and to be made not misleading as of the Closing Date.

5. CLOSING DELIVERIES

At the Closing, the respective parties shall make the deliveries
indicated:

5.1. Buyer's Deliveries.

(a) Buyer shall deliver the cash portion of the Purchase
Price and the Note and Security Agreement required to be
delivered on the Closing Date pursuant to Section 1.4.

(b) Buyer shall execute and deliver to Xxxxx Xxxx a
Consulting Agreement substantially in the form of Exhibit 5.1(b)
(the "CONSULTING AGREEMENT").

5.2. Sellers' Deliveries.

(a) Sellers shall deliver to Buyer (and/or its designee) an
executed xxxx of sale or bills of sale and other instruments of
transfer and conveyance for the full and complete transfer,
conveyance, assignment and delivery to Buyer on the Closing Date
of all of Sellers' right, title and interest in and to all of the
Assets;

(b) Sellers shall deliver to Buyer an executed assignment or
transfer of the Assumed Contracts and Governmental Permits
accompanied by all third party consents required with respect
thereto;

(c) Sellers shall deliver to Buyer (and/or its designee) all
motor vehicle registrations and ownership documents for the motor
vehicles being acquired by Sellers;

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(d) Sellers shall execute and deliver such other documents
and instruments as are reasonably requested by Buyer in order to
consummate the transactions contemplated by this Agreement.

(e) Sellers shall deliver to Buyer a counterpart of the
Consulting Agreement executed by Xxxxx Xxxx.

6. ADDITIONAL COVENANTS OF WCI, CTR, AND SELLERS

6.1. Confidentiality. Sellers shall not disclose or make any
public announcements of the existence or terms of this Agreement or the
transactions contemplated by this Agreement without the prior written consent of
WCI, unless required to make such disclosure or announcement by law, in which
event the party making the disclosure or announcement shall notify WCI at least
24 hours before such disclosure or announcement is expected to be made.

6.2. Brokers and Finders Fees. Each party shall pay and be
responsible for any broker's, finder's or financial advisory fee incurred by
such party in connection with the transactions contemplated by this Agreement.

6.3. Payments Recorded by Sellers After Closing Date. Sellers
shall receive in trust and pay over to Buyer any payments or other moneys
received by Sellers after the Closing Date that relate to the Assets or services
provided by Sellers to customers identified on Schedule 3.17.

6.4. Consents. Sellers shall use reasonable commercial efforts to
obtain the consent of any party whose consent is required to complete the
transaction contemplated by this Agreement, including without limitation (if
applicable) each party to any contract relating to the Assets, each municipality
or other jurisdiction that has granted a franchise to the Sellers and each
jurisdiction issuing or granting any other Governmental Permit, shall have
consented to such transactions, and every other Required Governmental Consent
shall have been obtained prior to the Closing Date. Buyer shall be under no
obligation to agree to any condition imposed by any party granting any such
consent. The refusal of any third party to consent to any part of this
transaction prior to the Closing Date shall not be a breach of any obligation,
warranty or representation of Sellers.

6.5. Access to Financial Statements and Records. For five years
from the Closing Date, if necessary for Buyers to obtain financing, Sellers
shall allow Buyers or Buyers' designee to read and audit the portions of
Seller's financial and accounting records related to the Business for the period
of January 1, 1995, through the Closing Date. Buyers shall assume any costs of
such audit.

7. INDEMNIFICATION

7.1. Indemnity by Sellers. Subject to Section 7.2, Sellers
covenant and agree that they will, jointly and severally, indemnify and hold
harmless Buyer and their respective

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directors, officers and agents and their respective successors and assigns
(collectively the "INDEMNITEES"), from and after the date of this Agreement,
against any and all losses, damages, assessments, fines, penalties, adjustments,
liabilities, claims, deficiencies, costs, expenses (including specifically, but
without limitation, reasonable attorneys' fees and expenses of investigation),
expenditures, including, without limitation, any "ENVIRONMENTAL SITE LOSSES" (as
such term is hereinafter defined) identified by a WCI Indemnitee with respect to
each of the following contingencies until the expiration of the applicable
statute of limitations (all, the "INDEMNITY EVENTS"):

(a) Any misrepresentation, breach of warranty, or
nonfulfillment of any agreement or covenant on the part of
Sellers pursuant to the terms of this Agreement or any
misrepresentation in or omission from any Exhibit, Schedule,
list, certificate, or other instrument furnished or to be
furnished to WCI or CTR pursuant to the terms of this Agreement,
regardless of whether, in the case of a breach of a
representation or a warranty, WCI or CTR relied on the truth of
such representation or warranty or had any knowledge of any
breach thereof.

(b) The design, development, construction or operation of
any "ENVIRONMENTAL SITE" as hereinafter defined, or the
installation or operation of an Underground Storage Tank ("UST")
during any period on or prior to the Closing Date. As used in
this Agreement, "ENVIRONMENTAL SITE" shall mean any facility, any
UST and any other waste storage, processing, treatment or
disposal facility, and any other business site or any other real
property owned, leased, controlled or operated by Sellers or by
any predecessor thereof on or prior to the Closing Date and
related to the Assets, provided however, as to activities of such
predecessors, only to the extent that Sellers had knowledge of
such activities. As used in this Agreement, "ENVIRONMENTAL SITE
LOSSES" shall mean any and all losses, damages (including
exemplary damages and penalties), liabilities, claims,
deficiencies, costs, expenses, and expenditures (including,
without limitation, expenses in connection with site evaluations,
risk assessments and feasibility studies) arising out of or
required by an interim or final judicial or administrative
decree, judgment, injunction, mandate, interim or final permit
condition or restriction, cease and desist order, abatement
order, compliance order, consent order, clean-up order,
exhumation order, reclamation order or any other remedial action
that is required to be undertaken under federal, state or local
law in respect of operating activities on or affecting any
facility, any UST or any other Environmental Site, including, but
not limited to (x) any actual or alleged violation of any law or
regulation respecting the protection of the environment,
including, but not limited to, RCRA and CERCLA or any other law
or regulation respecting the protection of the air, water and
land and (y) any remedies or violations, whether by a private or
public action, alleged or sought to be assessed as a consequence,
directly or indirectly, of any "RELEASE" (as defined below) of
pollutants (including odors) or Hazardous Substances from any
facility, any UST or any other Environmental Site resulting from
activities thereat, whether such Release is into the air, water
(including groundwater) or land and whether such Release arose
before, during or after the Closing Date. The term "RELEASE" as
used herein means any spilling, leaking,

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pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, dumping or disposing into the ambient
environment.

(c) All actions, suits, proceedings, demands, assessments,
adjustments, costs and expenses (including specifically, but
without limitation, reasonable attorneys' fees and expenses of
investigation) incident to any of the foregoing.

7.2. Limitations on Sellers' Indemnities. The maximum amount
which the Indemnitees can recover as a result of one or more Indemnity Events
pursuant to the provisions hereof for Claims shall not in the aggregate exceed
the Purchase Price.

7.3. Notice of Indemnity Claim.

(a) In the event that any claim ("CLAIM") is hereafter
asserted against or arises with respect to any Indemnitee as to
which such Indemnitee may be entitled to indemnification
hereunder, WCI Indemnitee shall notify Sellers (collectively, the
"INDEMNIFYING PARTY") in writing thereof (the "CLAIMS NOTICE")
within 60 days after (i) receipt of written notice of
commencement of any third party litigation against such
Indemnitee, (ii) receipt by such Indemnitee of written notice of
any third party claim pursuant to an invoice, notice of claim or
assessment, against such Indemnitee, or (iii) such Indemnitee
becomes aware of the existence of any other event in respect of
which indemnification may be sought from the Indemnifying Party
(including, without limitation, any inaccuracy of any
representation or warranty or breach of any covenant). The Claims
Notice shall describe the Claim and the specific facts and
circumstances in reasonable detail, and shall indicate the
amount, if known, or an estimate, if possible, of the losses that
have been or may be incurred or suffered by the Indemnitee.

(b) The Indemnifying Party may elect to defend any Claim for
money damages where the cumulative total of all Claims (including
such Claims) do not exceed the limit set forth in Section 7.2 at
the time the Claim is made, by the Indemnifying Party's own
counsel; provided, however, the Indemnifying Party may assume and
undertake the defense of such a third party Claim only upon
written agreement by the Indemnifying Party that the Indemnifying
Party is obligated to fully indemnify WCI Indemnitee with respect
to such action. WCI Indemnitee may participate, at WCI's
Indemnitee's own expense, in the defense of any Claim assumed by
the Indemnifying Party. Without the written approval of WCI
Indemnitee, which approval shall not be unreasonably withheld,
the Indemnifying Party shall not agree to any compromise of a
Claim defended by the Indemnifying Party.

(c) If, within 30 days of the Indemnifying Party's receipt
of a Claims Notice, the Indemnifying Party shall not have
provided the written agreement required by Section 7.3(b) and
elected to defend the Claims, WCI Indemnitee shall have the right
to assume control of the defense and/or compromise of such Claim,
and the costs and expenses of such defense, including reasonable
attorneys' fees, shall be added to the Claim. The Indemnifying
Party shall promptly, and in any event within 30 days reimburse

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WCI Indemnitee for the costs of defending the Claim, including
attorneys' fees and expenses.

(d) The party assuming the defense of any Claim shall keep
the other party reasonably informed at all times of the progress
and development of its or their defense of and compromise efforts
with respect to such Claim and shall furnish the other party with
copies of all relevant pleadings, correspondence and other
papers. In addition, the parties to this Agreement shall
cooperate with each other and make available to each other and
their representatives all available relevant records or other
materials required by them for their use in defending,
compromising or contesting any Claim. The failure to timely
deliver a Claims Notice or otherwise notify the Indemnifying
Party of the commencement of such actions in accordance with this
Section 7.3 shall not relieve the Indemnifying Party from the
obligation to indemnify hereunder but only to the extent that the
Indemnifying Party establishes by competent evidence that it has
been prejudiced thereby.

(e) In the event both the Indemnitee and the Indemnifying
Party are named as defendants in an action or proceeding
initiated by a third party, they shall both be represented by the
same counsel (on whom they shall agree), unless such counsel, the
Indemnitee, or the Indemnifying Party shall determine that such
counsel has a conflict of interest in representing both the
Indemnitee and the Indemnifying Party in the same action or
proceeding and the Indemnitee and the Indemnifying Party do not
waive such conflict to the satisfaction of such counsel.

7.4. Survival of Representations, Warranties and Agreements. The
representations and warranties of the parties contained in this Agreement and in
any certificate, Exhibit or Schedule delivered pursuant hereto, or in any other
writing delivered pursuant to the provisions of this Agreement (the
"REPRESENTATIONS AND WARRANTIES") and the liability of the party making such
Representations and Warranties for breaches thereof shall survive the
consummation of the transactions contemplated hereby. The parties hereto in
executing and delivering and in carrying out the provisions of this Agreement
are relying solely on the representations, warranties, Schedules, Exhibits,
agreements and covenants contained in this Agreement, or in any writing or
document delivered pursuant to the provisions of this Agreement, and not upon
any representation, warranty, agreement, promise or information, written or
oral, made by any persons other than as specifically set forth herein or
therein.

7.5. No Exhaustion of Remedies or Subrogation; Right of Set Off.
Sellers waive any right to require any Indemnitee to (i) proceed against any
other person or (iii) pursue any other remedy whatsoever in the power of any
Indemnitee. Buyer may, but shall not be obligated to, set off against any and
all payments due Sellers under this Agreement or any other agreement between the
parties, any amount to which WCI, CTR or any other WCI Indemnitee is entitled to
be indemnified hereunder with respect to any Indemnity Event. Such right of set
off shall be separate and apart from any and all other rights and remedies that
the Indemnities may have against Sellers or their successors.

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8. OTHER POST-CLOSING COVENANTS OF SELLERS AND BUYER

8.1. Restrictive Covenants. Sellers and Sellers' Affiliates
acknowledge that (i) CTR, as the purchaser of the Assets (including the goodwill
of the Business), are and will be engaged in the same business as the Business;
(ii) Sellers, and their Affiliates are intimately familiar with the Business;
(iii) the Business is currently conducted in the States of Oregon and California
and Buyer, directly and indirectly through its Affiliates, currently conduct
business in Oregon and California and intends, by acquisition or otherwise, to
expand the Business into other geographic areas of Oregon and California where
it is not presently conducted; (iv) Sellers, and their Affiliates have had
access to trade secrets of, and confidential information concerning, the
Business; (v) the agreements and covenants contained in this Section 8.1 are
essential to protect the Business and the goodwill being acquired; and (vi)
Sellers, and their Affiliates have the means to support themselves and their
dependents other than by engaging in a business substantially similar to the
Business and the provisions of this Section 8 will not impair such ability.
Sellers covenant and agree as set forth in (a), (b) and (c) below with respect
to the Business:

(a) Non-Compete. For a period commencing on the Closing Date
and terminating five years thereafter (the "RESTRICTED PERIOD"),
Sellers, and their Affiliates shall not, anywhere within a 250
mile radius of Crescent City, California, or where Buyer owns or
operates a portable toilet or septic services business, directly
or indirectly, acting individually or as the owners,
shareholders, partners, or employees of any entity, (i) engage in
the operation of a portable toilet or septic services business;
(ii) enter the employ of, or render any personal services to or
for the benefit of, or assist in or facilitate the solicitation
of customers for, or receive remuneration in the form of salary,
commissions or otherwise from, any business engaged in such
activities; or (iii) receive or purchase a financial interest in,
make a loan to, or make a gift in support of, any such business
in any capacity, including, without limitation, as a sole
proprietor, partner, shareholder, officer, director, principal,
agent, trustee or lender; provided, however, that the Sellers may
own, directly or indirectly, solely as an investment, securities
of any business traded on any national securities exchange or
NASDAQ, provided Sellers are not a controlling person of, or
member of a group which controls, such business and further
provided that Sellers do not, in the aggregate, directly or
indirectly, own 2% or more of any class of securities of such
business.

(b) Confidential Information. During the Restricted Period
and thereafter, Sellers and their Affiliates shall keep secret
and retain in strictest confidence, and shall not use for the
benefit of themselves or others, all data and information
relating to the Business ("CONFIDENTIAL INFORMATION"), including
without limitation, the existence of and terms of this Agreement,
know-how, trade secrets, customer lists, supplier lists, details
of contracts, pricing policies, operational methods, marketing
plans or strategies, bidding practices and policies, product
development techniques or plans, and technical processes;
provided, however, that the term "CONFIDENTIAL INFORMATION" shall
not include information that (i) is or becomes generally
available to the public other than as a result of disclosure by
Sellers, or (ii) is general knowledge in the portable toilet or
septic services business and not specifically related to the
Business.

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(c) Property of the Business. All memoranda, notes, lists,
records and other documents or papers (and all copies thereof)
relating to the Business, including such items stored in computer
memories, on microfiche or by any other means, made or compiled
by or on behalf of Sellers or made available to Sellers relating
to the Business (other than those relating to the Excluded Assets
and the Excluded Liabilities), but excluding any materials
maintained by any attorneys for Sellers prior to the Closing, are
and shall be the property of WCI or CTR and have been delivered
or will be delivered or made available to WCI or CTR at the
Closing.

(d) Non-Solicitation. Without the consent of WCI, which may
be granted or withheld by WCI in its discretion, Sellers and
their Affiliates shall not solicit any employees of WCI, CTR or
their Affiliates to leave the employ of WCI, CTR or their
Affiliates and join Sellers or Sellers' Affiliate in any business
endeavor owned or pursued by any of them.

(e) No Disparagement. From and after the Closing Date,
Sellers shall not, in any way to any customer or employee of the
Business or Buyer, denigrate or derogate Buyer or any of its
subsidiaries, or any officer, director or employee, or any
product or service or procedure of any such company whether or
not such denigrating or derogatory statements shall be true and
are based on acts or omissions which are learned by Sellers from
and after the date hereof or on acts or omissions which occur
from and after the date hereof, or otherwise. A statement shall
be deemed denigrating or derogatory to any person if it adversely
affects the regard or esteem in which such person or entity is
held by such person. Without limiting the generality of the
foregoing, Sellers shall not, directly or indirectly in any way
in respect of any such company or any such directors or officers,
communicate with, or take any action which is adverse to the
position of any such company with any customer or employee of the
Business or Buyer. This paragraph does not apply to the extent
that testimony is required by legal process, provided that WCI
has received not less than five days' prior written notice of
such proposed testimony, or such lesser actual notice as Sellers
shall have.

8.2. Rights and Remedies Upon Breach. If Sellers, or any
Affiliate breach, or threaten to commit a breach of, any of the provisions of
Section 8.1(a), (b) or (d) herein (the "RESTRICTIVE COVENANTS"), Buyer shall
have the following rights and remedies, each of which rights and remedies shall
be independent of the others and severally enforceable, and each of which is in
addition to, and not in lieu of, any other rights and remedies available to
Buyer at law or in equity:

(a) Specific Performance. The right and remedy to have the
Restrictive Covenants specifically enforced by any court of
competent jurisdiction, it being agreed that any breach or
threatened breach of the Restrictive Covenants would cause
irreparable injury to Buyer and that money damages would not
provide an adequate remedy to Buyer. Accordingly, in addition to
any other rights or remedies, Buyer shall be entitled to
injunctive relief to enforce the terms of the Restrictive
Covenants and to restrain Sellers from any violation thereof.

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(b) Accounting. The right and remedy to require Sellers to
account for and pay over to Buyer all compensation, profits,
monies, accruals, increments or other benefits derived or
received by Sellers as the result of any transactions
constituting a breach of the Restrictive Covenants.

(c) Severability of Covenants. Sellers acknowledge and agree
that the Restrictive Covenants are reasonable and valid in
geographical and temporal scope and in all other respects. If any
court determines that any of the Restrictive Covenants, or any
part thereof, is invalid or unenforceable, the remainder of the
Restrictive Covenants shall not thereby be affected and shall be
given full effect, without regard to the invalid portions.

(d) Blue-Penciling. If any court determines that any of the
Restrictive Covenants, or any part thereof, is unenforceable
because of the duration or geographic scope of such provision,
such court shall reduce the duration or scope of such provision,
as the case may be, to the extent necessary to render it
enforceable and, in its reduced form, such provision shall then
be enforced.

(e) Enforceability in Jurisdiction. Buyer and Sellers intend
to and hereby confer jurisdiction to enforce the Restrictive
Covenants upon the courts of any jurisdiction within the
geographic scope of the Restrictive Covenants. If the courts of
any one or more of such jurisdictions hold the Restrictive
Covenants unenforceable by reason of the breadth of such scope or
otherwise, it is the intention of Buyer and Sellers that such
determination not bar or in any way affect Buyer's right to the
relief provided above in the courts of any other jurisdiction
within the geographic scope of the Restrictive Covenants as to
breaches of such covenants in such other respective
jurisdictions, such covenants as they relate to each jurisdiction
being, for this purpose, severable into diverse and independent
covenants.

9. GENERAL

9.1. Additional Conveyances. Following the Closing, Sellers and
Buyer shall each deliver or cause to be delivered at such times and places as
shall be reasonably agreed upon such additional instruments as Buyer or Sellers
may reasonably request for the purpose of carrying out this Agreement. Sellers
will cooperate with Buyer on and after the Closing Date in furnishing
information, evidence, testimony and other assistance in connection with any
actions, proceedings or disputes of any nature with respect to matters
pertaining to all periods prior to the Closing Date. Sellers will cooperate with
WCI and its auditors, and will make available to WCI and its auditors to the
extent not included in the Assets, all records of Sellers relating to the
Business to the extent necessary to enable the information included in such
records to be audited and included in WCI's consolidated financial statements or
stated separately in accordance with SEC rules.

9.2. Assignment. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, the successors or assigns of WCI,
CTR and Sellers and the heirs, legal representatives or assigns of Sellers;
provided, however, that any such assignment shall be subject to the terms of
this Agreement and shall not relieve the assignor of its or his

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responsibilities under this Agreement. Buyer may assign some or
all of its rights hereunder to another affiliate of WCI.

9.3. Public Announcements. Except as required by law, Sellers
shall not make any public announcement or filing with respect to the
transactions provided for herein without the prior written consent of WCI.

9.4. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

9.5. Notices. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given if in writing
and either delivered personally, sent by facsimile transmission or by air
courier service, or mailed by postage prepaid registered or certified U.S. mail,
return receipt requested, to the addresses designated below or such other
addresses as may be designated in writing by notice given hereunder, and shall
be effective upon personal delivery or facsimile transmission thereof or upon
delivery by registered or certified U.S. mail or one business day following
deposit with an air courier service:

If to Sellers: Xxxxx and Xxxxxx Xxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000

With a copy to: Xxxxxx X. Xxxx
0000 X.X. Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxx 00000

If to Buyer: Waste Connections, Inc.
0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxxxx

With a copy to: Xxxxxx X. Xxxxx, Esq.
Shartsis, Xxxxxx & Xxxxxxxx LLP
Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000

9.6. Attorneys' Fees. In the event of any dispute or controversy
between WCI or CTR on the one hand and Sellers on the other hand relating to the
interpretation of this Agreement or to the transactions contemplated hereby, the
prevailing party shall be entitled to recover from the other party reasonable
attorneys' fees and expenses incurred by the prevailing party. Such award shall
include post-judgment attorney's fees and costs.

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9.7. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California without regard
to its conflict of laws provisions.

9.8. Payment of Fees and Expenses. Whether or not the
transactions herein contemplated shall be consummated, each party hereto will
pay its own fees, expenses and disbursements incurred in connection herewith and
all other costs and expenses incurred in the performance and compliance with all
conditions to be performed hereunder.

9.9. Incorporation by Reference. All Schedules and Exhibits
attached hereto are incorporated herein by reference as though fully set forth
at each point referred to in this Agreement.

9.10. Captions. The captions in this Agreement are for
convenience only and shall not be considered a part hereof or affect the
construction or interpretation of any provisions of this Agreement.

9.11. Number and Gender of Words. Whenever the singular number is
used herein, the same shall include the plural where appropriate, and shall
apply to all of such number, and to each of them, jointly and severally, and
words of any gender shall include each other gender where appropriate.

9.12. Entire Agreement. This Agreement (including the Schedules
and Exhibits hereto) and the other documents delivered pursuant hereto
constitute the entire Agreement and understanding between Sellers and Buyer and
supersedes any prior agreement and understanding relating to the subject matter
of this Agreement. This Agreement may be modified or amended only by a written
instrument executed by Sellers and Buyer acting through their officers,
thereunto duly authorized.

9.13. Waiver. No waiver by any party hereto at any time of any
breach of, or compliance with, any condition or provision of this Agreement to
be performed by any other party hereto may be deemed a waiver of similar or
dissimilar provisions or conditions at the same time or at any prior or
subsequent time.

9.14. Construction. The language in all parts of this Agreement
must be in all cases construed simply according to its fair meaning and not
strictly for or against any party. Unless expressly set forth otherwise, all
references herein to a "DAY" are deemed to be a reference to a calendar day. All
references to "BUSINESS DAY" mean any day of the year other than a Saturday,
Sunday or a public or bank holiday in California. Unless expressly stated
otherwise, cross-references herein refer to provisions within this Agreement and
are not references to the overall transaction or to any other document.

10. GLOSSARY. The definitions of the terms used below can be found at
the Section indicated:

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Term Section
---- -------

Affiliate 3.9.
Assets 1.1.
Assumed Contracts 1.1.(b)
Business Recitals
Buyer Parties
business day 9.14
Claim 7.3.(a)
Claims Notice 7.3.(a)
Closing 2.
Closing Date 2.
Closing Date Debt 3.19.
Confidential Information 8.1.(b)
Consulting Agreement 5.1.(b)
CTR Parties
day 9.14.
Environmental Laws 3.20.
Environmental Site 7.1.(b)
Environmental Site Losses 7.1.
Excluded Assets 1.1.
Excluded Liabilities 1.3.
Facility 3.8.(c)
Facilities 3.8.(c)
Facility Property 3.8.(c)(iii)
Governmental Permits 1.1.(c)
Indemnifying Party 7.3.(a)
Indemnitees 7.1.
Indemnity Events 7.1.
knowledge 3.28.
Laws 3.20.
Letter of Intent 3.7
Note 1.4.(b)
Purchase Price 1.4.
Records, Notifications and Reports 3.8.(b)
Release 7.1.(b)
Representations and Warranties 7.4.
Required Governmental Consents 3.8.(a)
Restrictive Covenants 8.2.
Restricted Period 8.1.(a)
Security Agreement 1.4(b)
Sellers Parties
UST 7.1.(b)
WCI Parties

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
persons thereunto duly authorized as of the date first above written.

SELLERS:

___________________________________
Xxxxx Xxxx

___________________________________
Xxxxxx Xxxx

WCI:Waste Connections, Inc.

By:________________________________
Xxxxxx X. Xxxxxxxxxxxx
President

CTR:Xxxxx Transfer & Recycling, Inc.

By:________________________________
Xxxxxx X. Xxxxxxxxxxxx
President

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1 Exhibit 10.45 ASSET PURCHASE AGREEMENT Dated as of September 22, 1998, by and among Waste Connections, Inc., Curry Transfer & Recycling, Inc. Harrell's Septic

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