ARTICLE I DEFINITIONS

Exhibit 2.6

================================================================================

STOCK PURCHASE AGREEMENT

between

COMPOST AMERICA HOLDING COMPANY, INC.

and

WASTECO VENTURES LIMITED

Dated as of November 3, 1997

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TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions.............................................. 1

ARTICLE II

PURCHASE AND SALE OF SHARES; CLOSING

SECTION 2.01. Authorization, Purchase and Sale of Shares............... 9
SECTION 2.02. Closing.................................................. 9

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

SECTION 3.01. Organization and Qualification; Subsidiaries............. 10
SECTION 3.02. Certificate of Incorporation and By-Laws................. 11
SECTION 3.03. Capitalization........................................... 11
SECTION 3.04. Authority................................................ 12
SECTION 3.05. No Conflict; Required Filings and Consents............... 12
SECTION 3.06. Common Stock; Preferred Stock............................ 13
SECTION 3.07. Compliance with Laws..................................... 14
SECTION 3.08. SEC Filings; Financial Statements........................ 14
SECTION 3.09. Financial Statements..................................... 15
SECTION 3.10. Absence of Undisclosed Liabilities....................... 15
SECTION 3.11. Absence of Certain Changes, Events and Conditions;
Conduct in the Ordinary Course.......................... 15
SECTION 3.12. Employee Benefit Matters................................. 18
SECTION 3.13. Real Property............................................ 20
SECTION 3.14. Tangible Personal Property............................... 21
SECTION 3.15. Intellectual Property.................................... 22
SECTION 3.16. Environmental Matters.................................... 25
SECTION 3.17. Litigation............................................... 27
SECTION 3.18. Insurance................................................ 27
SECTION 3.19. Material Contracts....................................... 29
SECTION 3.20. Licenses and Permits..................................... 31
SECTION 3.21. Labor Matters............................................ 31
SECTION 3.22. Taxes.................................................... 32
SECTION 3.23. Miami Recycling and Composting Project................... 33

SECTION 3.24. Newark Recycling and Composting Project.................. 34
SECTION 3.25. Private Offering......................................... 35
SECTION 3.26. Brokers.................................................. 35
SECTION 3.27. Accuracy of Information.................................. 35

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY
WITH RESPECT TO XXXXX

SECTION 4.01. Financial Information and Material Contracts of Xxxxx.... 36
SECTION 4.02. Railcars, Containers and Equipment....................... 38
SECTION 4.03. The New York City Contract............................... 38
SECTION 4.04. Licenses and Permits..................................... 38
SECTION 4.05. Xxxxx Agreements......................................... 39

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

SECTION 5.01. Corporate Organization................................... 39
SECTION 5.02. Authority................................................ 39
SECTION 5.03. No Conflict; Required Filings and Consents............... 39
SECTION 5.04. Funds.................................................... 40
SECTION 5.05. Investment Purpose....................................... 40
SECTION 5.06. Brokers.................................................. 40

ARTICLE VI

COVENANTS

SECTION 6.01. Use of Proceeds.......................................... 41
SECTION 6.02. Restrictions on Operation of EPIC........................ 41
SECTION 6.03. Bedminster Matters....................................... 42

ARTICLE VII

TAX MATTERS

SECTION 7.01. Indemnity................................................ 43
SECTION 7.02. Returns and Payments..................................... 43
SECTION 7.03. Contests................................................. 44

iii

SECTION 7.04. Time of Payment.......................................... 44
SECTION 7.05. Conveyance Taxes......................................... 44
SECTION 7.06. Miscellaneous............................................ 44

ARTICLE VIII

CONDITIONS TO THE CLOSING

SECTION 8.01. Conditions to Obligations of the Purchaser............... 45
SECTION 8.02. Conditions to Obligations of the Company................. 48

ARTICLE IX

INDEMNIFICATION

SECTION 9.01. Survival of Representations and Warranties............... 49
SECTION 9.02. Indemnification by the Company........................... 49
SECTION 9.03. Indemnification by the Purchaser......................... 52
SECTION 9.04. Materiality.............................................. 53
SECTION 9.05. Time Period; Dollar Threshold............................ 53
SECTION 9.06. Notice and Defense....................................... 53

ARTICLE X

AMENDMENT AND WAIVER

SECTION 10.01. Amendment............................................... 54
SECTION 10.02. Waiver.................................................. 54

ARTICLE XI

GENERAL PROVISIONS

SECTION 11.01. Notices................................................. 54
SECTION 11.02. Entire Agreement; Assignment............................ 56
SECTION 11.03. Parties in Interest..................................... 56
SECTION 11.04. Governing Law........................................... 56
SECTION 11.05. Jurisdiction, Etc....................................... 56
SECTION 11.06. Headings................................................ 56
SECTION 11.07. Counterparts............................................ 57
SECTION 11.08. Specific Performance.................................... 57
SECTION 11.09. Expenses................................................ 57

EXHIBIT A Certificate of Designation of Preferred Stocks
EXHIBIT B Opinion of Xxxxxxxxx Traurig
EXHIBIT C Registration Rights Agreement
EXHIBIT D Officer's Certificate of the Company
EXHIBIT E Officer's Certificate of the Purchaser
EXHIBIT F The Xxxxx Agreements
EXHIBIT G New York City Contract Opinion
EXHIBIT H Stockholders Agreement

DISCLOSURE SCHEDULE

STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of November 3,
1997, between COMPOST AMERICA HOLDING COMPANY, INC., a New Jersey corporation
(the "Company"), and WASTECO VENTURES LIMITED, a corporation organized under the
laws of the British Virgin Islands ("Wasteco" or the "Purchaser").

W I T N E S S E T H:

WHEREAS, the Company desires to authorize, issue, and sell to the
Purchaser, and the Purchaser desires to purchase from the Company, the Wasteco
Shares and the Wasteco Common Stock (as hereinafter defined) on the terms and
subject to the conditions set forth in this Agreement; and

WHEREAS, the Company intends simultaneously with the Closing of this
Agreement to purchase all of the common stock of X.X. Xxxxx Construction Co.
Inc., a New Jersey corporation ("Xxxxx"), from its shareholders Xxxxxx X. Xxxxx,
an individual ("X.X. Xxxxx"), and The Xxxxxx X. and Xxxxxx Xxxxx Charitable
Trust (the "Trust") (the "Xxxxx Acquisition"); and

WHEREAS, notwithstanding the foregoing, contemporaneously with its
sale of the Xxxxx Common Stock, X.X. Xxxxx will retain certain assets of Xxxxx
as listed in the applicable Schedules of the Xxxxx Agreements and this Agreement
(the "Excluded Assets"); and

WHEREAS, the Company intends to use the Purchase Price proceeds to
finance the Xxxxx Acquisition; and

WHEREAS, upon consummation of the Xxxxx Acquisition, the Company
intends to change the name of Xxxxx (exclusive of the Excluded Assets retained
by X.X. Xxxxx as aforesaid) to EPIC ("EPIC");

NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions. As used in this Agreement, the following
terms shall have the following meanings:

"Action" means any claim, action, suit, arbitration, inquiry,
proceeding or investigation by or before any Governmental Authority.

"Affiliate" of a Person means a Person that directly or indirectly,
through one or more intermediaries, controls, is controlled by or is under
common control with, the first mentioned Person.

"Articles of Incorporation" means the Restated Articles of
Incorporation of the Company, as amended through the date hereof.

"B Preferred Shares" has the meaning specified in Section 2.01.

"Bankruptcy Proceeding" has the meaning specified in Section 8.01.

"Bedminster Miami" has the meaning specified in Section 6.03.

"Board" means the Board of Directors of the Company.

"Business" means the construction or management of enclosed organic
material recycling compost manufacturing plants.

"Business Day" means any day other than a Saturday, Sunday or
federal holiday and consists of the time period from 12:01 a.m. through 12:00
midnight, Eastern Standard Time.

"By-Laws" means the Restated By-Laws of the Company, as amended
through the date hereof.

"CERCLA" has the meaning specified in the definition of
"Environmental Laws".

"CERCLIS" means the Comprehensive Environmental Responsive,
Compensation and Liability Information System, 42 U.S.C. ss. 9616(a).

"Closing" means the completion of the transactions specified herein
relating to the purchase and sale of the Wasteco Shares and the Wasteco Common
Stock as contemplated by Section 2.01 hereof.

"Closing Date" means the date on which the Closing shall occur.

"Code" means the Internal Revenue Code of 1986, as amended, together
with the rules and regulations promulgated thereunder.

"Collective Bargaining Agreements" has the meaning specified in
Section 3.21.

"Common Stock" means the common stock of the Company, no par value.

"Company Loss" has the meaning specified in Section 9.03.

"Control" (including the terms "controlled by" and "under common
control with") means the possession, directly or indirectly, or as trustee or
executor, of the power to direct or cause the direction of the management and/or
policies of a Person, whether through the ownership of stock, as trustee or
executor, by contract or credit arrangement or otherwise.

"Disclosure Schedule" means the Disclosure Schedule dated as of the
date hereof delivered to the Purchaser by the Company and forming a part of this
Agreement.

"EBITDA" means earnings before interest, income taxes, depreciation
and amortization.

"Encumbrance" means any security interest, pledge, mortgage, lien
(including environmental liens), charge or (as determined to the best of the
Company's knowledge after due inquiry) adverse claim, including, without
limitation, any restriction on the use, voting, transfer, receipt of income or
other exercise of any attributes of ownership, but excluding such Encumbrances
which, individually or in the aggregate, would not have a Material Adverse
Effect.

"Environmental Laws" means any law, now or hereafter in effect and
as amended, and any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent decree or judgment, relating to
pollution or protection of the environment, health, safety or natural resources,
including, without limitation, those relating to the use, handling,
transportation, treatment, storage, disposal, release or discharge of Hazardous
Substances.

"Environmental Permit" means any permit, approval, identification
number, license or other authorization required to operate the Business on the
Real Property under any applicable Environmental Law.

"EPIC" has the meaning specified in the recitals to this Agreement.
Any reference to EPIC, before or after the expected name change referred to in
the recitals to this Agreement, shall mean Xxxxx exclusive of the Excluded
Assets.

"EPIC Option" means the option of the Purchaser to convert certain
Wasteco Securities into shares of common stock of Xxxxx as provided in the
Certificate of Designation of the A and C Preferred Stock.

"Equipment Debt Refinancing" means the refinancing of Xxxxx'x
equipment debt from U.S. Bankcorp in the maximum principal amount of
$10,000,000.

"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended, together with the rules and regulations promulgated thereunder.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended, together with the rules and regulations promulgated thereunder.

"Excluded Assets" has the meaning set forth in the recitals to this
Agreement, as more fully defined in the Xxxxx Agreements.

"Financial Statements" has the meaning specified in Section 3.09.

"GAAP" means U.S. generally accepted accounting principles and
practices in effect from time to time applied consistently throughout the
periods involved.

"Governmental Authority" means any United States federal, state or
local or any foreign governmental, regulatory or administrative authority,
agency or commission or any court, tribunal, judicial or arbitral body.

"Hazardous Substances" means (a) petroleum and petroleum products,
by-products or breakdown products, radioactive materials, asbestos-containing
materials and polychlorinated biphenyls, and (b) any other chemicals, materials
or substances regulated as toxic or hazardous or as a pollutant, contaminant or
waste under any applicable Environmental Law in such levels beyond those
permitted by applicable Environmental Laws.

"Indebtedness" means, with respect to any Person, (a) all
indebtedness of such Person, absolute or contingent, for borrowed money, (b) all
obligations of such Person for the deferred purchase price of property or
services, other than trade obligations incurred in the ordinary course of
business, (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (e) all obligations of such Person as
lessee under leases that have been or should be, in accordance with GAAP,
recorded as capital leases, (f) all obligations, contingent or otherwise, of
such Person under acceptances, letters of credit or similar facilities, (g) all
obligations of such Person to purchase, redeem, retire, defease or otherwise
acquire for value any capital stock of such Person or any warrants, rights or
options to acquire such capital stock, valued, in the case of redeemable
preferred stock, at the greater of its voluntary or involuntary liquidation

preference plus accrued and unpaid dividends, (h) all Indebtedness of others
referred to in clauses (a) through (f) above guaranteed directly or indirectly
in any manner by such Person, or in effect guaranteed directly or indirectly by
such Person through an agreement (1) to pay or purchase such Indebtedness or to
advance or supply funds for the payment or purchase of such Indebtedness, (2) to
purchase, sell or lease (as lessee or lessor) property, or to purchase or sell
services, primarily for the purpose of enabling the debtor to make payment of
such Indebtedness or to assure the holder of such Indebtedness against loss, (3)
to supply funds to or in any other manner invest in the debtor (including any
agreement to pay for property or services irrespective of whether such property
is received or such services are rendered), or (4) otherwise to assure a
creditor against loss, and (i) all Indebtedness referred to in clauses (a)
through (f) above secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Encumbrance on
property (including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness.

"Intellectual Property" means patents, patent registrations and
patent applications, trademarks, service marks, trademark rights, trade names,
trade name rights, registered copyrights and trade secrets owned or used by the
Company or any of its Subsidiaries in the conduct of its business.

"Interim Financial Statements" has the meaning specified in Section
3.09.

"IRS" means the United States Internal Revenue Service.

"Leased Real Property" means the real property leased by the Company
or its Subsidiaries, together with, to the extent leased by the Company or its
Subsidiaries, all buildings and other structures, facilities or improvements
presently or hereafter located thereon, all fixtures, systems, equipment and
items of personal property owned by the Company or its Subsidiaries attached or
appurtenant thereto and all easements, licenses, rights and appurtenances
relating to the foregoing.

"Liabilities" means any and all debts, liabilities and obligations,
whether accrued or fixed, absolute or contingent, mature or unmatured or
determined or determinable, including, without limitation, those arising under
any law, rule, regulation or order by a Governmental Authority and those arising
under any contract, agreement, commitment or undertaking.

"Licensed Intellectual Property" means all Intellectual Property
licensed or sublicensed to the Company or any Subsidiary or Xxxxx from a third
party.

"Xxxxx A Preferred Shares" has the meaning specified in Section
2.01.

"Xxxxx Agreements" means the Stock Purchase Agreement dated
September 17, 1997 among X.X. Xxxxx, the Company and Xxxxx together with the
Stock Purchase Agreement dated the same between the Company and the Trust. The
Xxxxx Agreements are incorporated herein in their entirety by reference and form
a part of this Agreement.

"Xxxxx Common Stock" has the meaning specified in Section 2.01.

"Xxxxx C Preferred Shares" has the meaning specified in Section
2.01.

"Xxxxx Shares" has the meaning specified in Section 2.01.

"Loss" has the meaning specified in Section 9.03.

"Material Adverse Effect" means any circumstance, change, event,
transaction, loss, failure, effect or other occurrence that is, or is reasonably
likely to be, materially adverse to the Business, operations, properties
(including intangible properties), condition (financial or otherwise), assets,
Liabilities, results of operations or financial or business prospects of the
Company and its Subsidiaries taken as a whole.

"Miami Project" has the meaning specified in Section 3.23.

"Mortgage Refinancing" means the refinancing of the existing first
mortgage on the Newark Project, such refinancing occurring contemporaneously
with the execution and delivery of this Agreement.

"Multiemployer Plan" has the meaning specified in Section 3.12.

"New York City Contract" means the Supply and Service Agreement
between The City of New York Department of Environmental Protection and X.X.
Xxxxx Construction Company, Inc. d/b/a/ EPIC.

"Newark Project" has the meaning specified in Section 3.24.

"Owned Intellectual Property" means all Intellectual Property in and
to which the Company or any Subsidiary holds, or has a right to hold, any right,
title and interest.

"Owned Real Property" means the real property owned by the Company
or its Subsidiaries, together with all buildings and other structures,
facilities or improvements presently or hereafter located thereon, all fixtures,
systems, equipment and items of personal property of the Company or its
Subsidiaries attached or appurtenant thereto and all easements, licenses, rights
and appurtenances relating to the foregoing.

"Person" means an individual, corporation, partnership, association,
trust, joint venture, unincorporated organization, other entity or group (as
defined in Section 13(d)(3) of the Exchange Act).

"Plans" has the meaning specified in Section 3.12.

"Preferred Stock" means the shares of Preferred Stock Series A of
the Company, no par value, the shares of Preferred Stock Series B of the
Company, no par value and the shares of Preferred Stock Series C of the Company,
no par value, which shall have the rights and terms set forth in Exhibit A
hereto.

"Preferred Stock Series A" means the Series A Preferred Stock of the
Company, no par value.

"Preferred Stock Series B" means the Series B Preferred Stock of the
Company, no par value.

"Preferred Stock Series C" means the Series C Preferred Stock of the
Company, no par value.

"Purchase Price" has the meaning specified in Section 2.01.

"Purchaser Loss" has the meaning specified in Section 9.02.

"Real Property" means the Leased Real Property and the Owned Real
Property.

"Registration Rights Agreement" means the Registration Rights
Agreement, dated as of November 3, 1997, between the Company and the Purchaser.

"Release" means disposing, discharging, injecting, spilling,
leaking, leaching, dumping, emitting, escaping, emptying, seeping, placing and
the like into or upon any land or water or air or otherwise entering into the
environment.

"Remedial Action" means all action to (i) clean up, remove, treat or
handle in any other way Hazardous Substances in the environment; (ii) prevent
the Release of Hazardous Substances so that they do not migrate, endanger or
threaten to endanger public health or the environment; or (iii) perform remedial
investigations, feasibility studies, corrective actions, closures and
post-remedial or post-closure studies, investigations, operations, maintenance
and monitoring on, about or in any Real Property with respect to any Release of
Hazardous Substances.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended,
together with the rules and regulations promulgated thereunder.

"Stockholders Agreement" means the Stockholders Agreement, dated as
of November 3, 1997, among the Company, the Purchaser and certain shareholders
of the Company.

"Subsidiary" or "Subsidiaries" means any corporation, partnership,
joint venture or other legal entity of which the Company or any other Person, as
the case may be (either alone or through or together with any other Subsidiary),
owns, directly or indirectly, fifty percent or more of the stock or other equity
interests, the holders of which are generally entitled to vote for the election
of the board of directors or other governing body of such corporation or other
legal entity. Xxxxx shall be considered for all purposes to be a Subsidiary of
the Company regardless of whether the Closing or the closing of the Xxxxx
Acquisition has yet taken place.

"Tangible Personal Property" means machinery, equipment, tools,
supplies, furniture, fixtures, vehicles, railcars and other tangible personal
property.

"Tax" or "Taxes" means all income, gross receipts, sales, use,
transfer, employment, franchise, profits, property, excise or other similar
taxes, estimated import duties, fees, stamp taxes and duties, value added taxes,
assessments or charges of any kind whatsoever (whether payable directly or by
withholding), together with any interest and any penalties, additions to tax or
additional amounts imposed by any taxing authority with respect thereto.

"Wasteco A Preferred Shares" has the meaning specified in Section
2.01.

"Wasteco Common Stock" has the meaning specified in Section 2.01.

"Wasteco C Preferred Shares" has the meaning specified in Section
2.01.

"Wasteco Shares" has the meaning specified in Section 2.01.

"Wasteco Securities" means the Wasteco Common Stock and the Wasteco
Shares.

ARTICLE II

PURCHASE AND SALE OF SHARES; CLOSING

SECTION 2.01. Authorization, Purchase and Sale of Shares. Upon the
terms and subject to the conditions set forth herein, at the Closing, the
Company shall authorize, issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, (i) 130,000 shares of Preferred Stock Series A
(the "Wasteco A Preferred Shares") representing 77% of the authorized Preferred
Stock Series A, (ii) 70,000 shares of Preferred Stock Series C (the "Wasteco C
Preferred Shares"), representing 77% of the authorized Preferred Stock Series C
and (iii) 11,490,609 shares of Common Stock (the "Wasteco Common Stock"), for an
aggregate Purchase Price of $20 million. The Wasteco A Preferred Shares and the
Wasteco C Preferred Shares are sometimes hereinafter referred to as the "Wasteco
Shares". The aggregate of the purchase price for the Wasteco A Preferred Shares,
the Wasteco C Preferred Shares and the Wasteco Common Stock is sometimes
hereinafter referred to as the "Purchase Price".

Contemporaneously with the issuance of the Wasteco Shares and the
Wasteco Common Stock, the Company is also issuing to X.X. Xxxxx (i) 39,000
shares of Preferred Stock Series A (the "Xxxxx A Preferred Shares") representing
the remaining 23% of the authorized Preferred Stock Series A, (ii) 21,000 shares
of Preferred Stock Series C (the "Xxxxx C Preferred Shares") representing the
remaining 23% of the authorized Preferred Stock Series C and (iii) 3,447,182
shares of Common Stock (the "Xxxxx Common Stock") for an aggregate purchase
price of $6,000,000. The Xxxxx A Preferred Shares and the Xxxxx C Preferred
Shares are sometimes hereinafter referred to as the "Xxxxx Shares".

The Company also has outstanding 801,000 shares of Preferred Stock
Series B (the "B Preferred Shares").

The Wasteco Shares and the Xxxxx Shares shall have the rights and
terms set forth in Exhibit A hereto.

SECTION 2.02. Closing. (a) The Closing of the purchase and sale of
the Wasteco Shares and the Wasteco Common Stock shall take place upon the
satisfaction of the conditions set forth herein at the offices of Xxxxxxxxx
Xxxxxxx, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time
and place as the Company and the Purchaser may mutually agree in writing.

(b) At the Closing, the Company shall deliver or cause to be
delivered to the Purchaser: (i) stock certificates evidencing the Wasteco Shares
and the Wasteco Common Stock registered in the name of the Purchaser (or its
designee); (ii) the certificates

referred to in Sections 8.01(a) and (d); (iii) the legal opinions referred to in
Sections 8.01(k) and (o); (iv) a receipt for the Purchase Price; (v) other
documents referred to in Section 8.01; and (vi) such other documents as the
Purchaser shall reasonably request.

(c) At the Closing, the Purchaser shall deliver to the Company: (i)
the Purchase Price, by wire transfer, to an account or accounts designated by
the Company at least three Business Days prior to the Closing Date; (ii) the
certificate referred to in Section 8.02(a); and (iii) a receipt for the Wasteco
Shares and the Wasteco Common Stock.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchaser that:

SECTION 3.01. Organization and Qualification; Subsidiaries. The
Company, Xxxxx and each of its other Subsidiaries is a corporation duly
organized, validly existing and in good standing under the laws of their
respective jurisdictions of incorporation or formation, and has the requisite
power and authority to own, lease and operate their properties and carry on
their business in all material respects as presently owned or conducted. Each of
the Company and its Subsidiaries is duly qualified or licensed as a foreign
corporation to do business, and is in good standing, in each jurisdiction where
the character of its properties owned, leased or operated by it or the nature of
its activities makes such qualification or licensing necessary, except those
jurisdictions, if any, in which the failure to be so duly qualified or licensed
and in good standing would not, taken as a whole, have a Material Adverse
Effect. Schedule 3.01(a) of the Disclosure Schedule sets forth a complete and
correct list of each of the Subsidiaries of the Company and each Affiliate of
the Company, excluding Xxxxx, and Schedule 3.01(b) sets forth the same
information as to Xxxxx and its Subsidiaries and Affiliates. Each such
Subsidiary is wholly owned by the Company, unless otherwise indicated in
Schedule 3.01(a) of the Disclosure Schedule, or by Xxxxx, except as indicated in
Schedule 3.01(b) of the Disclosure Schedule, which Schedules set forth all other
owners of each such Subsidiary not wholly owned by the Company and Xxxxx,
including their percentage of ownership in such entity and further explain any
differences between the percentage of such ownership and any rights of such
owner with respect to the cash flow of such entities and further including all
Persons who have any rights to become such owner in the future. Other than the
Subsidiaries, there are no other corporations, partnerships, joint ventures,
associations or other entities in which the Company or Xxxxx owns, of record or
beneficially, any direct or indirect equity or other interest or any right
(contingent or otherwise) to acquire the same. Other than the Subsidiaries, the
Company or Xxxxx is not a member of (nor is any part of its business

conducted through) any partnership, nor is the Company a participant in any
joint venture or similar arrangement.

SECTION 3.02. Certificate of Incorporation and By-Laws. The Company
has heretofore furnished to the Purchaser as to itself and Xxxxx and as to each
other Subsidiary a complete and correct copy of the Certificate of Incorporation
and the By-Laws, each as amended through the date hereof, each of which is in
full force and effect as of the date hereof. The Company is not in violation of
any of the provisions of the Certificate of Incorporation or By-Laws, and Xxxxx
and its other Subsidiaries are not in violation of any of the provisions of
their charters of incorporation, by-laws or equivalent organizational documents.

SECTION 3.03. Capitalization. (a) As of the close of business on
November 2, 1997, the authorized capital stock of the Company consists of (x)
25,000,000 shares of preferred stock, of which 401,000 shares of Preferred Stock
Series B are issued and outstanding, and 800,000 Shares of Preferred Stock
Series B are reserved for issuance upon conversion of convertible notes and (y)
50,000,000 shares of Common Stock, of which (i) 20,487,563 are issued and
outstanding, (ii) no shares of Common Stock are held in the treasury of the
Company, (iii) an aggregate of 1,201,000 shares of Common Stock are reserved for
issuance upon conversion of the Preferred Stock Series B, and (iv) other than
options with respect to the Xxxxx Agreements and employment and consulting
agreements related thereto, 9,336,080 shares of Common Stock are reserved for
options, warrants or other similar rights pursuant to those agreements listed on
Schedule 3.03(b)(1) attached hereto (for a total of 31,024,643 Common Stock
issued and reserved for issuance).

(b) Except as set forth in this Section 3.03 or in Schedule
3.03(b)(1) of the Disclosure Schedule as to the Company, Schedule 3.03(b)(2) as
to Xxxxx and Schedule 3.03(b)(3) as to other Subsidiaries or Affiliates of the
Company, there are no options, warrants or other rights, agreements,
arrangements or commitments of any character to which the Company, Xxxxx or any
of its other Subsidiaries or Affiliates is a party or obligating the Company,
Xxxxx or any of its other Subsidiaries or Affiliates to issue or sell any shares
of capital stock of, or other equity interests in, the Company, Xxxxx or any of
its other Subsidiaries or Affiliates. Except as set forth in Schedule 3.03(b) of
the Disclosure Schedule, there are no outstanding contractual obligations of the
Company, Xxxxx or any of its other Subsidiaries or Affiliates to repurchase,
redeem or otherwise acquire any of the capital stock of the Company, Xxxxx or
any other Subsidiary or Affiliate or to provide funds to or make any investment
(in the form of a loan, capital contribution or otherwise) in any Subsidiary or
Affiliate or any other entity. Each of the outstanding shares of capital stock
of each of Xxxxx and the Company's other Subsidiaries is duly authorized,
validly issued, fully paid and nonassessable and is owned by the Company,
directly or indirectly, free and clear of all Encumbrances except as set forth
in Schedule 3.03(b)(4) of the Disclosure Schedule.

(c) Except as set forth on Schedule 3.03(c) of the Disclosure
Schedule and as set forth herein, neither the Company nor any of its
Subsidiaries and Affiliates or Xxxxx is a party to any agreement granting
registration rights to any Person with respect to any equity or debt securities
of the Company.

(d) Schedule 3.03(d) of the Disclosure Schedule contains a complete
and accurate list of the names and the addresses of each Person owning shares of
capital stock of the Company, Xxxxx and each other Subsidiary representing 5% or
more of the outstanding shares of Common or Preferred Stock of such company, as
the case may be, and the corresponding number of shares and the certificate
number evidencing such shares owned by such Person as of September 30, 1997.

(e) Except as otherwise disclosed in the Xxxxx Agreements, none of
the Persons listed on Schedule 3.03(d) of the Disclosure Schedule, and no
officer or director of the Company, Xxxxx or any other Subsidiary and no
relative or spouse who resides with, or is a dependent of, any such Person, has
any interest in any business enterprise (other than the Company or any
Subsidiary) which engages in any of the businesses in which the Company or any
of its Subsidiaries engage or which are suppliers to, or purchasers from, the
Company or its Subsidiaries.

(f) Schedule 303(f) of the Disclosure Schedule set forth the terms
and conditions (including, without limitation, any rights and preferences) of
the B Preferred Shares.

SECTION 3.04. Authority. The Company has all necessary corporate
power and authority to execute and deliver this Agreement and to perform its
obligations and to consummate the transactions contemplated hereunder including
the issuance of the Wasteco Shares and the Wasteco Common Stock. The execution
and delivery of this Agreement by the Company and the consummation by the
Company of the transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action and no other corporate proceedings
on the part of the Company are necessary to authorize this Agreement or to
consummate the transactions contemplated by this Agreement. This Agreement has
been duly and validly executed and delivered by the Company and, assuming the
due authorization, execution and delivery hereof by the Purchaser and payment
for the Wasteco Shares and the Wasteco Common Stock as contemplated by this
Agreement, constitutes the legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

SECTION 3.05. No Conflict; Required Filings and Consents. (a)
Assuming the satisfaction of the conditions set forth in Article VIII hereof,
the execution and delivery

of this Agreement by the Company do not, and the performance of this Agreement
(including, without limitation, the consummation of the transactions
contemplated hereunder and the exchange, conversion or redemption, if any, of
the Preferred Stock) will not, (i) conflict with or violate the Certificate of
Incorporation or By-Laws, (ii) conflict with or violate the certificates of
incorporation or by-laws or equivalent organizational documents of Xxxxx or any
of the Company's other Subsidiaries, (iii) conflict with or violate any law,
rule, regulation, order, judgment or decree applicable to the Company, Xxxxx or
any of its other Subsidiaries or by which its or any of their respective
properties are bound or affected, or (iv) result in any breach of or constitute
a default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of a lien or
encumbrance on any of the properties or assets of the Company, Xxxxx or any of
its other Subsidiaries pursuant to any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, insurance policy or other
instrument or obligation to which the Company, Xxxxx or any of its other
Subsidiaries is a party, or by which the Company, Xxxxx or any of its other
Subsidiaries or its or any of their respective properties are bound or affected,
except as disclosed in Schedule 3.05(a) of the Disclosure Schedule and except in
the case of clauses (ii), (iii) and (iv) above for such conflicts which would
not, taken as a whole, have a Material Adverse Effect.

(b) Except as disclosed in Section 3.05(b) of the Disclosure
Schedule, the execution and delivery of this Agreement by the Company do not,
and the performance of this Agreement by the Company (including, without
limitation, the consummation of the transactions contemplated hereunder) will
not, require (i) any consent, approval, authorization or permit of, or filing
(other than filings, if any, required on Form 8-K and Form 10-C with the
Securities and Exchange Commission (the "SEC")) with action by, or notification
to, any governmental or regulatory authority, domestic or foreign, on the part
of the Company or Xxxxx or any of its other Subsidiaries, or (ii) approval by
the holders of any class or series of capital stock of the Company.

SECTION 3.06. Common Stock; Preferred Stock. Assuming all conditions
set forth in Article VIII are satisfied, following the consummation of the
transactions hereunder, all shares of Common Stock and Preferred Stock subject
to issuance pursuant to this Agreement (including, without limitation, the
Common Stock issuable upon conversion of the Series C Preferred Stock), upon
issuance against payment for the shares of Preferred Stock as contemplated by
this Agreement or upon conversion of the Series C Preferred Stock into Common
Stock or upon conversion of the Wasteco Shares and the Wasteco Common Stock into
common stock of Xxxxx, as the case may be, shall (a) be duly authorized, validly
issued, fully paid and nonassessable and (b) not be subject to any Encumbrances.
With respect to the shares of Common Stock, such shares shall have accorded to
them full voting rights in accordance with the Articles of Incorporation of the
Company and New Jersey law. With respect to the shares of Series C Preferred
Stock, such shares will be convertible into

shares of Common Stock and will have certain voting rights in accordance with
the terms of the Preferred Stock. With respect to the EPIC Option, shares of the
Preferred Stock will be convertible into shares of Common Stock of Xxxxx in
accordance with the terms of the Preferred Stock.

SECTION 3.07. Compliance with Laws. Except as set forth in Schedule
3.07 of the Disclosure Schedule, neither the Company nor Xxxxx nor any of its
other Subsidiaries is in conflict with, or in violation of, any law, rule,
regulation, order, judgment or decree applicable to the Company or Xxxxx or any
of its other Subsidiaries or by which the Company or Xxxxx or any of its other
Subsidiaries or any of its or their respective properties are bound or affected,
except for any such conflicts or violations which would not, individually or in
the aggregate, have a Material Adverse Effect.

SECTION 3.08. SEC Filings; Financial Statements. The Company has
filed all forms, reports, statements and documents required to be filed with the
SEC since April 30, 1995 (the "Company SEC Reports"). The Company SEC Reports
(i) were each prepared in accordance with, and at the time of filing complied in
all material respects with, the requirements of the Securities Act of 1933, as
amended, together with the rules and regulations promulgated thereunder (the
"Securities Act"), or the Securities Exchange Act of 1934, as amended, together
with the rules and regulations promulgated thereunder (the "Exchange Act"), as
the case may be, and (ii) except as disclosed in Section 3.08 of the Disclosure
Schedule, did not at the time they were filed contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. None of Xxxxx or the
Company's other Subsidiaries is required to file any forms, reports or other
documents with the SEC. Each of the consolidated financial statements
(including, in each case, any related notes thereto) contained in the SEC
Reports has been prepared in accordance with GAAP (except as may be indicated in
the notes thereto), and each presents fairly the consolidated financial position
of the Company and its consolidated Subsidiaries at the respective dates thereof
and the consolidated results of its operations and changes in cash flows for the
periods indicated, except that the unaudited interim financial statements were
or are subject to normal and recurring year-end adjustments. Except as would not
have a Material Adverse Effect, and except for (i) liabilities reflected in the
Company SEC Reports or in Schedule 3.08 of the Disclosure Schedule, (ii)
liabilities incurred in the ordinary course of business of the Company and its
Subsidiaries subsequent to Xxxxx 00, 0000, (xxx) liabilities incurred with
respect to the Mortgage Refinancing and (iv) liabilities incurred with respect
to the Equipment Debt Refinancing, the Company and its Subsidiaries have no
liabilities that are material to the Company and its Subsidiaries, taken as a
whole, and there is no existing condition or set of circumstances that could
reasonably be expected to result in any such liability.

SECTION 3.09. Financial Statements. True and complete copies of (i)
the audited consolidated balance sheets of the Company for each of the fiscal
years ended as of April 30, 1996 and April 30, 1997, and the related audited
consolidated statements of income, cash flows and changes in financial position
of the Company, together with all related notes and schedules thereto,
accompanied by the reports thereon or management letters from the Company's
accountants (collectively, the "Financial Statements"), (ii) the unaudited
balance sheets of the Company for the fiscal quarter ended July 31, 1997, and
the related unaudited statements of income cash flows, and changes in financial
positions of the Company for each, together with all related notes and schedules
thereto, which statements include all material known adjustments as of the date
of such statements, subject to ordinary year-end adjustments which in the
aggregate would not be material (collectively referred to herein as the "Interim
Financial Statements") and (iii) the schedule of Indebtedness of the Company
(the "Debt Schedule") as set forth in Schedule 3.09 of the Disclosure Schedule,
as well as an aging of accounts payable, have been delivered by the Company to
the Purchaser (including, without limitation, with respect to each debt, (i) the
amount, (ii) the scheduled principal payments and (iii) the date of maturity of
such instrument) and the Company and its Subsidiaries are current in all their
Indebtedness as set forth in the Debt Schedule. The Financial Statements and the
Interim Financial Statements (i) were prepared in accordance with the books of
account and other financial records of the Company, (ii) present fairly the
financial condition, results of operations and cash flows of the Company as of
the dates thereof or for the periods covered thereby, (iii) have been prepared
in accordance with GAAP applied on a basis consistent with the past practices of
the Company and throughout the periods involved and (iv) include all adjustments
that are necessary for a fair presentation of the consolidated financial
condition of the Company and the Subsidiaries other than Xxxxx, and the results
of the operations and cash flows of the Company and the Subsidiaries other than
Xxxxx as of the dates thereof or for the periods covered thereby (subject, in
the case of Interim Financial Statements, to normal and recurring year-end
adjustments).

SECTION 3.10. Absence of Undisclosed Liabilities. There are no
liabilities or obligations of the Company or its Subsidiaries other than Xxxxx
(whether absolute, accrued, contingent or otherwise) that would be required to
be reflected on a balance sheet or in the footnotes thereto prepared in
accordance with GAAP, other than liabilities (a) reflected in or reserved
against on the Financial Statements or Interim Financial Statements or the notes
thereto, (b) described in Schedule 3.10 of the Disclosure Schedule or otherwise
disclosed in Schedule 3.11 of the Disclosure Schedule or (c) incurred by the
Company or any of its Subsidiaries other than Xxxxx in the ordinary course of
business subsequent to September 30, 1997.

SECTION 3.11. Absence of Certain Changes, Events and Conditions;
Conduct in the Ordinary Course. (a) Since July 31, 1997, except as disclosed in
Schedule 3.11 of the Disclosure Schedule, there has not been any change having a
Material Adverse Effect. Except as disclosed in Schedule 3.11 of the Disclosure
Schedule, there are no

conditions known to the Company existing, with respect to the markets, proposed
marketing plans, facilities, capabilities or personnel of the Company, that
reasonably could be expected to have a Material Adverse Effect.

(b) Since July 31, 1997, the Company, Xxxxx and the other
Subsidiaries have been operated, consistent with funds made available to them
under their financing facilities, if any, only in the ordinary course and
consistent with past practice. As amplification and not in limitation of the
foregoing, except as disclosed in Schedule 3.11(b) of the Disclosure Schedule,
neither the Company nor Xxxxx or any of its other Subsidiaries has, since July
31, 1997:

(i) made any change in any method of accounting or accounting
practice or policy used by the Company or Xxxxx, other than such changes
required by GAAP that are identified in Schedule 3.11(b)(i) of the
Disclosure Schedule;

(ii) consistent with funds made available to it under its financing
facilities, if any, made any material changes in the customary methods of
operations of the Company, Xxxxx or any other Subsidiary, including
practices and policies relating to purchasing, inventory, marketing,
selling or pricing;

(iii) failed to maintain the Company's, Xxxxx'x or any other
Subsidiary's Tangible Personal Property in good repair, ordinary wear and
tear excepted;

(iv) redeemed any of the Company's, Xxxxx'x or any other
Subsidiary's capital stock or declared, made or paid any dividends or
distributions (whether in cash, securities or other property) to the
holders of the Company's or any Subsidiary's capital stock or otherwise
other than regular dividends paid by Xxxxx in the ordinary course of
business and consistent with past practice and except as contemplated by
the Xxxxx Agreements;

(v) other than with respect to the Mortgage Refinancing and the
issuance of Preferred Stock Series A, Series B and Series C as listed in
Schedule 3.11(b) of the Disclosure Schedule, issued or sold any capital
stock, notes, bonds or other securities, or any option, warrant or other
right to acquire the same, of, or any other interest in, the Company,
Xxxxx or any other Subsidiary;

(vi) except as disclosed in Schedule 3.11(b) of the Disclosure
Schedule, amended or restated the Company's or Xxxxx'x or any Subsidiary's
Certificate of Incorporation or By-Laws;

(vii) other than with respect to the Xxxxx Acquisition, the Mortgage
Refinancing and the Equipment Debt Refinancing, merged with, been merged
with,

entered into a consolidation with or acquired an interest of 5% or more in
any Person, or acquired (by purchase, merger, consolidation, stock
acquisition or otherwise) a substantial portion of the assets of any
Person or any division or line of business thereof, or otherwise acquired
assets other than in the ordinary course and in accordance with past
practice;

(viii) other than with respect to the Xxxxx Acquisition, the
Mortgage Refinancing and the Equipment Debt Refinancing, permitted or
allowed any of the assets or properties (whether tangible or intangible)
of the Company, Xxxxx or any other Subsidiary to be subjected to any
Encumbrance;

(ix) other than with respect to the Xxxxx Acquisition, the Mortgage
Refinancing and the Equipment Debt Refinancing, made any loan to,
guaranteed any indebtedness of or otherwise incurred any indebtedness on
behalf of any Person;

(x) other than with respect to the Xxxxx Acquisition, made any
capital expenditure or commitment for any capital expenditure in excess of
$100,000 individually or $250,000 in the aggregate;

(xi) other than in connection with the Xxxxx Acquisition, entered
into any agreement, arrangement or transaction with any of its directors,
officers, employees or shareholders (or with any relative, beneficiary,
spouse or Affiliate of such Person);

(xii) agreed, whether in writing or otherwise, to take any of the
actions specified in this Section 3.11(b), except for those contemplated
by this Agreement and the Xxxxx Acquisition;

(xiii) allowed any permit or Environmental Permit that was issued or
relates to the Company, Xxxxx or any other Subsidiary, or that otherwise
relates to any Asset, to lapse or terminate, or failed to renew any such
Permit or Environmental Permit or any insurance policy that is scheduled
to terminate or expire within 45 calendar days of the Closing Date;

(xiv) other than with respect to the Xxxxx Acquisition, the Mortgage
Refinancing, the Equipment Debt Refinancing and the New York City
Contract, incurred any Indebtedness in excess of $100,000 individually or
$250,000 in the aggregate;

(xv) amended, modified or consented to the termination of any
Material Contract or the Company's, Xxxxx'x or any other Subsidiary's
rights thereunder;

(xvi) disclosed any secret or confidential Intellectual Property
(except by way of issuance of a patent) or permitted to lapse or go
abandoned any Intellectual Property (or any registration or grant thereof
or any application relating thereto) to which, or under which, the
Company, Xxxxx or any other Subsidiary has any right, title, interest or
license;

(xvii) failed to pay any creditor any material amount owed to such
creditor when due;

(xviii) except as contemplated by the Xxxxx Acquisition, sold,
transferred, leased, subleased, licensed or otherwise disposed of any
properties or assets, real, personal or mixed (including, without
limitation, leasehold interests and intangible assets), other than a sale
in the ordinary course of business consistent with past practice;

(xix) except with respect to the employment agreements listed on
Schedule 3.11(b) of the Disclosure Schedule, (A) granted any increase, or
announced any increase, in the wages, salaries, compensation, bonuses,
incentives, pension or other benefits payable by the Company, Xxxxx or any
other Subsidiary to any of its employees, including, without limitation,
any increase or change pursuant to any Plan or (B) established or
increased or promised to increase any benefits under any Plan, in either
case except as required by law or any collective bargaining agreement and
involving ordinary increases consistent with the past practices of the
Company, Xxxxx or such other Subsidiary;

(xx) written down or written up (or failed to write down or write up
in accordance with GAAP consistent with past practice) the value of any
inventories or receivables or revalued any assets of the Company, Xxxxx or
any other Subsidiary other than in the ordinary course of business
consistent with past practice and in accordance with GAAP;

(xxi) except as contemplated by the Xxxxx Acquisition, amended,
terminated, cancelled or compromised any material claims of the Company,
Xxxxx or any other Subsidiary or waived any other rights of substantial
value to the Company, Xxxxx or any other Subsidiary; or

(xxii) suffered any Material Adverse Effect.

SECTION 3.12. Employee Benefit Matters. (a) Plans and Material
Documents. Schedule 3.12(a) of the Disclosure Schedule lists all employee
benefit plans (as defined under Section 3(3) of ERISA) and all bonus, stock
option, stock purchase, restricted stock, incentive, deferred compensation,
retiree medical or life insurance,

supplemental retirement, severance or other benefit plans, programs or
arrangements, and all employment, termination, severance or other contracts or
agreements, whether legally enforceable or not, to which the Company, Xxxxx, or
any other Subsidiary is a party, with respect to which the Company, Xxxxx, or
any other Subsidiary has any obligation or which are maintained, contributed to
or sponsored by the Company, Xxxxx, or any other Subsidiary for the benefit of
any current or former employee, officer or director of the Company, Xxxxx, or
any other Subsidiary (collectively, the "Plans"). The Company has furnished the
Purchaser with a complete and accurate copy of each Plan and a complete and
accurate copy of the following: (i) each trust or other funding arrangement,
(ii) each summary plan description and summary of material modifications, (iii)
the most recently filed IRS Form 5500, (iv) the most recently received IRS
determination letter for each such Plan, and (v) the most recently prepared
actuarial report and financial statement in connection with each such Plan, if
applicable. Except as set forth in Schedule 3.12(a) of the Disclosure Schedule,
the Company, Xxxxx or any other Subsidiary does not have any express or implied
commitment, (i) to create, incur liability with respect to or cause to exist any
other employee benefit plan, program or arrangement, (ii) to enter into any
contract or agreement to provide compensation or benefits to any individual or
(iii) to modify, change or terminate any Plan (other than with respect to a
modification, change or termination required by ERISA or the Code), that would
impose any material additional cost on the Company, Xxxxx or any other
Subsidiary.

(b) Absence of Certain Types of Plans. Except as set forth in
Schedule 3.12(b) of the Disclosure Schedule, none of the Plans is a
multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA)
(a "Multiemployer Plan"), a single employer pension plan (within the meaning of
Section 4001(a)(15) of ERISA) or a plan intended to be qualified under Section
401(a) or 401(k) of the Code. Except as set forth in Schedule 3.12(b) of the
Disclosure Schedule, none of the Plans provides for the payment of separation,
severance, termination or similar-type benefits to any Person or obligates the
Company, Xxxxx or any other Subsidiary to pay separation, severance, termination
or similar-type benefits solely as a result of any transaction contemplated by
this Agreement or as a result of a "change in control" of the Company, within
the meaning of such term under Section 280G of the Code. Except as set forth in
Schedule 3.12(b) of the Disclosure Schedule, none of the Plans provides for or
promises retiree medical, disability or life insurance benefits to any current
or former employee, officer or director of the Company, Xxxxx or any other
Subsidiary except to the extent required by law. Each of the Plans is subject
only to the laws of the United States or a political subdivision thereof.

(c) Compliance with Applicable Law. Each Plan is now and always has
been operated in all material respects in accordance with the requirements of
all applicable law, including, without limitation, ERISA and the Code, and the
Company, Xxxxx and any other Subsidiary and each of their officers, employees
and agents who are "fiduciaries" (within the meaning of Section 3(21) of ERISA)
with respect to the Plans have always acted in accordance with the provisions of
all applicable law, including, without limitation, ERISA

and the Code; and the Company, Xxxxx or any other Subsidiary has performed all
material obligations required to be performed by it under, is not in any respect
in material default under or in material violation of, and has no knowledge of
any material default with regard to or material violation by any party to, any
Plan. Except as disclosed on Schedule 3.12(c) of the Disclosure Schedule, no
material legal action, suit or claim is pending or threatened with respect to
any Plan (other than claims for benefits in the ordinary course) and, to the
knowledge of the Company, no fact or event exists that could reasonably be
expected to give rise to any such action, suit or claim.

(d) Absence of Certain Liabilities and Events. There has been no
prohibited transaction (within the meaning of Section 406 of ERISA or Section
4975 of the Code) with respect to any Plan that could give rise to any material
liability being imposed on the Company, Xxxxx or any other Subsidiary. The
Company, Xxxxx or any other Subsidiary has not incurred any material liability
for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of
the Code or any material liability under Section 502 of ERISA, and no fact or
event exists which could give rise to any such material liability. Except as set
forth in Schedule 3.12(d) of the Disclosure Schedule, the Company, Xxxxx or any
other Subsidiary has not incurred any material liability under, arising out of
or by operation of Title IV of ERISA (other than liability for premiums to the
Pension Benefit Guaranty Corporation arising in the ordinary course), including,
without limitation, any material liability in connection with (i) the
termination or reorganization of any employee benefit plan subject to Title IV
of ERISA or (ii) the withdrawal from any Multiemployer Plan or any single
employer plan, and, to the best knowledge of the Company after due inquiry, no
fact or event exists which could reasonably be expected to give rise to any such
liability. No complete or partial termination has occurred within the five years
preceding the date hereof with respect to any Plan.

(e) Plan Contributions and Funding. All contributions, premiums or
payments required to be made with respect to any Plan on or before the date of
this Agreement have been made on or before their due dates. All such
contributions have been fully deducted for income tax purposes (to the extent
deductible) and no such deduction has been challenged or disallowed by any
government entity and no fact or event exists which could reasonably be expected
to give rise to any such challenge or disallowance.

SECTION 3.13. Real Property. (a) Schedule 3.13(a) of the Disclosure
Schedule contains a list of all of the Owned Real Property. The Company, Xxxxx
or any other Subsidiary, as the case may be, has valid fee interests in all of
its Owned Real Property and good and marketable title thereto, and such Owned
Real Property is owned by the Company, Xxxxx or such Subsidiary free and clear
of all Encumbrances except (i) as set forth on Schedule 3.13(a) of the
Disclosure Schedule and (ii) Encumbrances for current taxes not yet due and
payable or being contested in good faith by appropriate proceedings.

(b) Schedule 3.13(b) of the Disclosure Schedule contains a list of
all of the Leased Real Property and a list of all leases and subleases
pertaining to such Leased Property including all agreements in which the
Company, Xxxxx or any other Subsidiary has an option to purchase or Lease any
real property. Except as described in such Section of the Disclosure Schedule,
(i) there is no material violation of any law, rule or regulation by the
Company, Xxxxx or any other Subsidiary, as the case may be, or known to the
Company, Xxxxx or any other Subsidiary, as the case may be, relating to any of
the Leased Real Property, (ii) the Company, Xxxxx or any other Subsidiary, as
the case may be, is in peaceful and undisturbed possession of the Leased Real
Property, and, so long as the lease remains in effect, there are no contractual
or legal restrictions that preclude or restrict the ability to use the premises
for the purposes for which they are currently being used and (iii) the Company,
Xxxxx or any other Subsidiary, as the case may be, has not leased or subleased
any parcel or any portion of any parcel of Leased Real Property to any other
Person, nor has the Company, Xxxxx or any other Subsidiary assigned its interest
under any lease or sublease listed in Schedule 3.13(b) of the Disclosure
Schedule to any third party.

(c) The Company has, or has caused to be, delivered to the Purchaser
true and complete copies of all leases and subleases listed in Schedule 3.13(b)
of the Disclosure Schedule. Each of such leases and subleases is in full force
and effect and constitutes a legal, valid and binding obligation of the
respective parties thereto, and, except as set forth on Schedule 3.13(c) of the
Disclosure Schedule, the Company, Xxxxx or any other Subsidiary, as the case may
be, is not in material default or breach of (with or without the giving of
notice or the passage of time) any such leases or subleases. To the knowledge of
the Company, no third party is in material breach of any of such leases or
subleases.

SECTION 3.14. Tangible Personal Property. (a) Schedule 3.14(a) of
the Disclosure Schedule contains a list of all Tangible Personal Property valued
at $5,000 or more used in the Business or owned or leased by the Company, Xxxxx
and its other Subsidiaries. Except for changes made in the ordinary course of
business since April 30, 1995, the Company, Xxxxx or any such Subsidiary owns
such Tangible Personal Property reflected on the Financial Statements, free and
clear of all Encumbrances, except as described in Schedule 3.14(a) of the
Disclosure Schedule.

(b) Schedule 3.14(b) of the Disclosure Schedule contains a list of
all leased Tangible Personal Property requiring lease payments of $25,000 or
more per year leased by the Company, Xxxxx and its other Subsidiaries. Except
for changes made in the ordinary course of business since April 30, 1997 as
would not materially adversely affect the present use of such leased Tangible
Personal Property or as would not have a Material Adverse Effect, with respect
to each such lease:

(i) such lease is in full force and effect and is a legal, valid and
binding obligation of the Company, Xxxxx or the Subsidiary party thereto,
and is enforceable by the Company, Xxxxx or such Subsidiary in accordance
with its terms;

(ii) the Company, Xxxxx or such Subsidiary is in peaceful and
undisturbed possession of the Tangible Personal Property subject to such
lease; and

(iii) there has been no notice of default under any lease received
by the Company, Xxxxx or such Subsidiary that is still in effect; none of
the Company, Xxxxx or any other Subsidiary is in material breach or
default of any such lease; and no event has occurred that, with a notice
or lapse or time or both, would constitute such a material default or
permit the termination, modification or acceleration of such lease.

SECTION 3.15. Intellectual Property. (a) Schedule 3.15(a)(i) of the
Disclosure Schedule sets forth a true and complete list and a brief description,
including a complete identification of each patent and patent application and
each trademark registration or application for trademark registration thereof,
of all Owned Intellectual Property (except unregistered copyrights), and
Schedule 3.15(a)(ii) of the Disclosure Schedule sets forth a true and complete
list and a brief description, including a description of any license or
sublicense thereof, of all Licensed Intellectual Property. Except as otherwise
described in Schedule 3.15(a)(i) of the Disclosure Schedule, in each case where
a trademark registration or patent or application for trademark registration or
patent listed in Schedule 3.15(a)(i) of the Disclosure Schedule is held by
assignment, the assignment has been duly recorded with the state or national
Trademark Office from which the original trademark registration issued or before
which the application for trademark registration is pending, or the assignment
has been duly recorded in the national or international Patent Office from which
the original patent issued or before which the application for patent is
pending. Except as disclosed in Schedule 3.15(a)(iii) of the Disclosure
Schedule, to the best knowledge of the Company after due inquiry, the rights of
the Company, Xxxxx or any other Subsidiary, as the case may be, in or to such
Intellectual Property do not conflict with or infringe on the rights of any
other Person, and none of the Company, Xxxxx or any other Subsidiary has
received any claim or written notice from any Person to such effect.

(b) Except as disclosed in Schedule 3.15(b) of the Disclosure
Schedule, (i) all the Owned Intellectual Property is owned by the Company, Xxxxx
or another Subsidiary, as the case may be, free and clear of any Encumbrance and
the Company, Xxxxx or such Subsidiary, as the case may be, holds the entire
right, title, and interest in and to same, and (ii) no claim, action, suit,
arbitration, inquiry, proceeding or investigation by or before a Governmental
Authority has been made or asserted or is pending (or, to the best knowledge of
the Company after due inquiry, threatened) against the Company, Xxxxx or any
other Subsidiary either (A) based upon, or challenging or seeking to deny or
restrict the

use by the Company, Xxxxx or any such Subsidiary of, any of the Owned
Intellectual Property or (B) alleging that any services provided, or products
manufactured or sold by the Company, Xxxxx or any such Subsidiary are being
provided, manufactured or sold in violation of any rights of any Person. To the
best knowledge of the Company after due inquiry, no Person is using any
trademarks, service marks, trade names or similar property that is confusingly
similar to the Owned Intellectual Property, and no Person is making, using,
selling, publishing or copying anything that infringes upon the Owned
Intellectual Property or upon the rights of the Company, Xxxxx or any other
Subsidiary therein. Except as disclosed in Schedule 3.15(b) of the Disclosure
Schedule, none of the Company, Xxxxx or any other Subsidiary has granted any
license or other right to any other Person with respect to the Owned
Intellectual Property. The consummation of the transactions contemplated by this
Agreement will not result in the termination or impairment of any of the Owned
Intellectual Property or Licensed Intellectual Property.

(c) The Company represents and warrants to the Purchaser that,
except as disclosed in Schedule 3.15(c) of the Disclosure Schedule, none of the
Company, Xxxxx, or any other Subsidiary nor any operation of the business of the
Company, Xxxxx or any other Subsidiary infringes any patent, trademark, service
xxxx, copyright or similar right of any Person, nor has the Company, Xxxxx or
any other Subsidiary misappropriated or wrongfully disclosed any trade secret,
proprietary right or similar right of any Person.

(d) The Company represents and warrants to the Purchaser that, to
the best knowledge of the Company after due inquiry, except as disclosed in
Schedule 3.15(d) of the Disclosure Schedule, no Person has made any claim or
allegation that any of the Company, Xxxxx or any other Subsidiary infringes any
patent, trademark, service xxxx, copyright or similar right of any Person or has
misappropriated or wrongfully disclosed any trade secret, proprietary right or
similar right of any person.

(e) With respect to all Licensed Intellectual Property and Owned
Intellectual Property, to the best knowledge of the Company after due inquiry,
the registered user provisions of all nations requiring such registrations have
been complied with in all material respects. With respect to all owned
Intellectual Property and Licensed Intellectual Property, all required
maintenance fees or annuities have been paid in a timely manner.

(f) The Company has, or has caused to be, delivered to the Purchaser
correct and complete copies of all the material licenses and sublicenses for all
Licensed Intellectual Property listed in Schedule 3.15(a)(ii) of the Disclosure
Schedule and any and all ancillary documents pertaining thereto (including, but
not limited to, all amendments, consents and evidence of commencement dates and
expiration dates). With respect to each of such licenses and sublicenses:

(i) such license or sublicense, together with all ancillary
documents delivered pursuant to the first sentence of this Section
3.15(f), is valid and binding and in full force and effect and represents
the entire agreement between the respective licensor and licensee with
respect to the subject matter of such license or sublicense;

(ii) except as otherwise set forth in Schedule 3.15(a)(ii) of the
Disclosure Schedule, such license or sublicense will not cease to be valid
and binding and in full force and effect on terms identical to those
currently in effect as a result of the consummation of the transactions
contemplated by this Agreement, nor will the consummation of the
transactions contemplated by this Agreement constitute a breach or default
under such license or sublicense or otherwise give the licensor or
sublicensor a right to terminate such license or sublicense;

(iii) except as otherwise disclosed in Schedule 3.15(a)(ii) of the
Disclosure Schedule, with respect to each such license or sublicense: (A)
none of the Company, Xxxxx or any other Subsidiary has received any notice
or threat of termination or cancellation under such license or sublicense
and no licensor or sublicensor has any right of termination or
cancellation under such license or sublicense except in connection with
the default of the Company, Xxxxx or any such Subsidiary thereunder, (B)
none of the Company, Xxxxx or any other Subsidiary has received any notice
of a breach of or default under such license or sublicense, which breach
or default has not been cured, and (C) none of the Company, Xxxxx or any
such Subsidiary has granted to any other Person any rights, adverse or
otherwise, under such license or sublicense;

(iv) none of the Company, Xxxxx, any other Subsidiary or (to the
best knowledge of the Company after due inquiry) any other party to such
license or sublicense is in breach or default in any material respect,
and, to the best knowledge of the Company after due inquiry, no event has
occurred that, with notice or lapse of time would constitute such a breach
or default or permit termination, modification or acceleration under such
license or sublicense;

(v) no claim, action, suit, arbitration, inquiry, proceeding or
investigation by or before any Governmental Authority has been made or
asserted or is pending (or, to the best knowledge of the Company after due
inquiry, threatened) against the Company, Xxxxx or any other Subsidiary
either (A) based upon or challenging or seeking to deny or restrict the
use by the Company, Xxxxx or any such Subsidiary of any of the Licensed
Intellectual Property or (B) alleging that any Licensed Intellectual
Property is being licensed, sublicensed or used in violation of any
patents or trademarks or in violation of any other rights of any Person;
and

(vi) except as set forth on Schedule 3.15(f) of the Disclosure
Schedule, to the best knowledge of the Company after due inquiry, no
Person is using any trademarks, service marks, trade names or similar
property that is confusingly similar to the Licensed Intellectual
Property, and no Person is making, using, selling, publishing or copying
anything that infringes upon the Licensed Intellectual Property or upon
the rights of the Company, Xxxxx or any other Subsidiary thereto.

(g) The Company is not aware of anything or any reason that would
prevent any pending applications to register trademarks, service marks or
copyrights or any pending patent applications from being granted.

(h) The Intellectual Property described in Schedules 3.15(a)(i) and
(ii) of the Disclosure Schedule constitutes all the Intellectual Property used
or held or intended to be used by the Company, Xxxxx or any other Subsidiary and
constitutes all such Intellectual Property necessary for the conduct of the
Business, and there are no other items of Intellectual Property that are
material to the Company, Xxxxx or any other Subsidiary or the Business.

SECTION 3.16. Environmental Matters. Except as set forth on Schedule
3.16 of the Disclosure Schedule:

(a) All facilities and property presently owned or leased by the
Company, Xxxxx or any of its other Subsidiaries are, and continue to be,
owned and operated by the Company, Xxxxx and its other Subsidiaries in
material compliance with all applicable Environmental Laws. All past
noncompliance with Environmental Laws or Environmental Permits has been
resolved without any material pending, ongoing or future obligation, cost
or liability, and except as to Environmental Permits not yet obtained for
facilities under development or proposed for acquisition, there is no
requirement proposed for adoption or implementation under any
Environmental Law or Environmental Permit that is reasonably expected to
be material to the Company, Xxxxx or any other Subsidiary or the Business.

(b) None of the Company, Xxxxx or any of its other Subsidiaries has
received notice of any pending or threatened claims, complaints or
requests for information with respect to any alleged violation of any
Environmental Laws, and there are no circumstances that can reasonably be
expected to form the basis of any such environmental claim, complaint or
request.

(c) There have been no material releases, as defined under any
Environmental Laws, of Hazardous Substances that give rise to necessary
costs of response at, on, from or under any property now or previously
owned or leased by

the Company, Xxxxx or any of its other Subsidiaries during the period in
which any such property was owned or leased by the Company, Xxxxx or any
other Subsidiary.

(d) Except as to Environmental Permits not yet obtained for
facilities under development or proposed for acquisition, the Company,
Xxxxx and its other Subsidiaries have been issued and are in material
compliance with all Environmental Permits, orders, administrative consent
orders and any other authorizations, approvals or consents relating to
Environmental Laws or Hazardous Substances material to the operation of
their businesses.

(e) None of the Company, Xxxxx or any of its other Subsidiaries has
received notice that property presently owned or leased, or previously
owned or leased, by the Company or any of its Subsidiaries is listed or
proposed for listing in the National Priorities List created pursuant to
CERCLA or on the CERCLIS or any similar state list of sites requiring
investigation or cleanup.

(f) None of the Company, Xxxxx or any of its other Subsidiaries has
transported or arranged for the transportation of any Hazardous Substances
to any location that is listed on the National Priorities List or any
similar state list, nor has any of them received notice of pending or
threatened claims as a result of transporting or arranging to transport
Hazardous Substances to any location, except insofar as such
transportation or arrangement is not likely to be material to the Company,
Xxxxx or any other Subsidiary or the Business.

(g) Except as is not likely to be material to the Company, Xxxxx or
any other Subsidiary or the Business, there are no polychlorinated
biphenyls (other than those that may be contained in lighting ballasts or
electrical transformers that are labeled, operated and maintained in
accordance with all Environmental Laws) or asbestos-containing materials
present at any property now or previously owned or leased by the Company
or by Xxxxx or by any other Subsidiary during the period in which any such
property was owned or leased by the Company or by Xxxxx or by another
Subsidiary.

(h) To the best of the Company's knowledge after due inquiry, none
of the Company, Xxxxx or any of its other Subsidiaries has received notice
of pending or threatened claims against the Company, Xxxxx or any of its
other Subsidiaries arising out of any operations, action, inaction or
status of any previously divested property, whether or not the subject of
any indemnity, under any Environmental Laws or involving any Hazardous
Substances.

(i) The Company has provided the Purchaser with copies of (a) any
environmental assessment or audit reports or other similar studies or
analyses with

respect to the Company, Xxxxx and its other Subsidiaries relating to the
Business and the Real Property, and (b) all insurance policies issued at
any time that may provide coverage to the Company, Xxxxx or any other
Subsidiary or the Business for environmental matters.

(j) Neither the execution of this Agreement nor the consummation of
the transactions contemplated herein will require any remedial action or
notice to or consent of Governmental Authorities or third parties pursuant
to any applicable Environmental Law or Environmental Permit, including,
without limitation, the New Jersey Industrial Site Recovery Act.

SECTION 3.17. Litigation. Schedule 3.17 of the Disclosure Schedule
sets forth any pending or, to the best knowledge of the Company or any of its
Subsidiaries after due inquiry, threatened Actions by or against the Company,
Xxxxx or any other Subsidiary or Affiliate before any Governmental Authority, or
to which any of the respective properties of the Company, Xxxxx or any other
Subsidiary or any Affiliate is or would be subject, except for Actions known to
the best knowledge of the Company after due inquiry by executives of the Company
relating to product warranty or safety claims, involving claims for damages of
not more than $20,000 and the Excluded Assets. Schedule 3.17 of the Disclosure
Schedule also indicates those Actions that (a) if adversely determined, could
reasonably be expected to have a Material Adverse Effect or (b) relate to, or
could affect the legality or validity of, this Agreement or the transactions
contemplated hereby. Except as set forth in Schedule 3.17 of the Disclosure
Schedule, there are no material citations, fines or penalties heretofore
asserted against the Company, Xxxxx or its other Subsidiaries under any federal,
state or local law that remain unpaid or that otherwise bind the assets of the
Company, Xxxxx or its other Subsidiaries.

SECTION 3.18. Insurance. (a) Schedule 3.18(a) of the Disclosure
Schedule sets forth the following information with respect to each insurance
policy (including policies providing property, casualty, liability, workers'
compensation, and bond and surety arrangements) under which the Company, Xxxxx
or any other Subsidiary has been an insured, a named insured or otherwise the
principal beneficiary of coverage at any time within the past three years:

(i) the name, address and telephone number of the agent or broker;

(ii) the name of the insurer and the names of the principal insured
and each named insured;

(iii) the policy number and the period of coverage;

(iv) the type, scope (including an indication of whether the
coverage was on a claims-made, occurrence or other basis) and amount of
coverage (including a description of how deductibles, retentions and
aggregates are calculated and operate); and

(v) the premium charged for the policy, including, without
limitation, a description of any retroactive premium adjustments or other
loss-sharing arrangements.

(b) Except as disclosed in Schedule 3.18(b) of the Disclosure
Schedule, with respect to each such insurance policy: (i) except for policies
that have expired under their terms in the ordinary course, it is in full force
and effect; (ii) neither the Company nor Xxxxx nor any other Subsidiary is in
breach or default (including any breach or default with respect to the payment
of premiums or the giving of notice), and no event has occurred that, with
notice or the lapse of time, would constitute such a breach or default or permit
termination or modification, under the policy; (iii) no party to the policy has
repudiated, or given notice of an intent to repudiate, any provision thereof;
and (iv) to the best knowledge of the Company after due inquiry, no insurer on
the policy has been declared insolvent or placed in receivership,
conservatorship or liquidation or currently has a rating of "B+" or below from
A.M. Best & Co. or a claims paying ability rating of "BBB" or below from
Standard & Poor's, Inc.

(c) Schedule 3.18(c) of the Disclosure Schedule sets forth all risks
against which the Company, Xxxxx or any other Subsidiary is self-insured or that
are covered under any risk-retention program in which the Company, Xxxxx or any
other Subsidiary participates, together with details for the last five years of
the Company's, Xxxxx'x and each other Subsidiary's loss experience with respect
to such risks.

(d) Except as disclosed in Schedule 3.18(d) of the Disclosure
Schedule, all material assets, properties and risks of the Company, Xxxxx and
each other Subsidiary are, and for the past five years have been, covered by
valid and, except for policies that have expired under their terms in the
ordinary course, currently effective insurance policies or binders of insurance
(including, without limitation, general liability insurance, property insurance
and workers' compensation insurance) issued in favor of the Company, Xxxxx or
such Subsidiary, as the case may be, in each case with responsible insurance
companies, in such types and amounts and covering such risks as are consistent
with customary practices and standards of companies engaged in businesses and
operations similar to those of the Company, Xxxxx or such other Subsidiary, as
the case may be.

(e) At no time subsequent to April 30, 1995 has the Company, Xxxxx
or any other Subsidiary (i) been denied any insurance or indemnity bond coverage
that it has requested, (ii) made any material reduction in the scope or amount
of its insurance coverage,

or, except as set forth in Schedule 3.18(e) of the Disclosure Schedule, received
notice from any of its insurance carriers that any insurance premiums will be
subject to increase in an amount materially disproportionate to the amount of
the increases with respect thereto (or with respect to similar insurance) in
prior years or that any insurance coverage listed in Schedule 3.18(a) of the
Disclosure Schedule will not be available in the future substantially on the
same terms as are now in effect or (iii) suffered any extraordinary increase in
premium for renewed coverage. To the best knowledge of the Company after due
inquiry, since April 30, 1995, no insurance carrier has cancelled, failed to
renew or materially reduced any insurance coverage for the Company, Xxxxx or any
other Subsidiary or given any notice or other indication of its intention to
cancel, not renew or reduce any such coverage.

(f) At the time of the Closing, all insurance policies currently in
effect will be outstanding and duly in force.

(g) To the best knowledge of the Company after due inquiry, no
insurance policy listed in Section 3.18(a) of the Disclosure Schedule will cease
to be legal, valid, binding and enforceable in accordance with its terms and in
full force and effect on terms identical to those in effect as of the date
hereof as a result of the consummation of the transactions contemplated by this
Agreement.

SECTION 3.19. Material Contracts. (a) Schedule 3.19(a) of the
Disclosure Schedule lists each of the following contracts and agreements
(including, without limitation, oral and informal arrangements) of the Company
and the Subsidiaries other than Xxxxx (such contracts and agreements, together
with all contracts, agreements, leases and subleases concerning the management
or operation of any Real Property (including, without limitation, brokerage
contracts) listed or otherwise disclosed in Schedule 3.13(a) or 3.13(b) of the
Disclosure Schedule to which the Company or any Subsidiary other than Xxxxx is a
party and all agreements relating to Intellectual Property set forth in Schedule
3.15(a) of the Disclosure Schedule, being "Material Contracts"):

(i) each contract and agreement for the purchase of inventory, spare
parts, other materials or personal property with any supplier or for the
furnishing of services to the Company or any Subsidiary other than Xxxxx
or otherwise related to the Business that (A) is likely to pay or
otherwise give consideration of more than $100,000 in the aggregate during
the calendar year ended April 30, 1997 or (B) is likely to pay or
otherwise give consideration of more than $100,000 in the aggregate over
the remaining term of such contract;

(ii) each contract and agreement for the sale of inventory or other
personal property or for the furnishing of services by the Company or any
Subsidiary other than Xxxxx that (A) is likely to pay or otherwise give
consideration of more than

$100,000 in the aggregate during the calendar year ended April 30, 1997 or
(B) is likely to pay or otherwise give consideration of more than $100,000
in the aggregate over the remaining term of such contract;

(iii) all broker, distributor, dealer, manufacturer's
representative, franchise, agency, sales promotion, market research,
marketing consulting and advertising contracts and agreements to which the
Company or any Subsidiary other than Xxxxx is a party;

(iv) all management contracts and contracts with independent
contractors or consultants (or similar arrangements) to which the Company
or any Subsidiary other than Xxxxx is a party and that are not cancelable
without penalty or further payment and without more than 30 days' notice;

(v) all contracts and agreements relating to Indebtedness of the
Company or any Subsidiary other than Xxxxx;

(vi) all contracts and agreements with any Governmental Authority to
which the Company or any Subsidiary other than Xxxxx is a party;

(vii) all contracts and agreements that limit or purport to limit
the ability of the Company or any Subsidiary other than Xxxxx to compete
in any line of business or with any Person or in any geographic area or
during any period of time;

(viii) all contracts and agreements between or among the Company or
any Subsidiary other than Xxxxx or any Affiliate of the Company; and

(ix) all other contracts and agreements, whether or not made in the
ordinary course of business that are material to the Company, any
Subsidiary other than Xxxxx or the conduct of the Business, or the loss of
which contract or agreement would have a Material Adverse Effect.

For purposes of this Section 3.19 and Sections 3.13, 3.14 and 3.15,
the term "lease" shall include any and all leases, subleases, sale/leaseback
agreements or similar arrangements.

(b) Each Material Contract (i) is valid and binding on the Company
and/or any Subsidiary, as applicable, and, to the best knowledge of the Company
after due inquiry, on the other parties thereto and is in full force and effect
and (ii) upon consummation of the transactions contemplated by this Agreement,
except to the extent that any consents set forth in Schedule 3.05(b) of the
Disclosure Schedule are not obtained, shall continue in full force

and effect without penalty or other adverse consequence. Neither the Company nor
any Subsidiary is in breach of, or default under, any Material Contract.

(c) There is no continuing act of nonperformance by any other party
to any Material Contract that constitutes a breach thereof or a default
thereunder.

(d) Except as set forth in Schedule 3.19(d) of the Disclosure
Schedule (including but not limited to the Excluded Assets), there is no
contract, agreement or other arrangement granting any Person any preferential
right to purchase, other than in the ordinary course of business consistent with
past practice, any of the properties or assets of the Company or any Subsidiary.

SECTION 3.20. Licenses and Permits. Except as would not have a
Material Adverse Effect, the Company has all governmental licenses, permits and
other governmental authorizations and approvals required for the conduct of its
businesses as now conducted, and all such material licenses, permits,
authorizations and approvals will remain in full force and effect immediately
following the consummation of the transactions hereunder.

SECTION 3.21. Labor Matters. Except for the agreements listed in
Schedule 3.21 of the Disclosure Schedule (the "Collective Bargaining
Agreements"), none of the Company, Xxxxx or any other Subsidiary is a party to
any currently effective collective bargaining or other labor union contract. To
the best knowledge of the Company after due inquiry, except as disclosed on
Schedule 3.21 of the Disclosure Schedule, none of the Company, Xxxxx or any
other Subsidiary has materially breached or otherwise materially failed to
comply with any provision of any Collective Bargaining Agreement. To the best
knowledge of the Company after due inquiry, except as set forth in Schedule 3.21
of the Disclosure Schedule, there are presently no (a) material violations of
any federal, state or local statutes, laws, ordinances, rules, regulations,
orders or directives with respect to the employment of individuals by, or the
employment practices or work conditions of, or the terms and conditions of
employment, wages and hours of the Company, Xxxxx or any other Subsidiary; (b)
unfair labor practices or other unlawful employment practices and no charges of
unfair labor practices or other employee-related complaints pending or
threatened against the Company, Xxxxx or any other Subsidiary before the
National Labor Relations Board, the Equal Employment Opportunity Commission, the
Occupational Safety and Health Review Commission, the Department of Labor or any
other federal, state, local or other governmental authority; (c) strikes,
picketings, slowdowns or work stoppages or organizational attempts actually
pending, threatened against or involving the Company, Xxxxx or any other
Subsidiary; or (d) material issues with respect to union representation pending
or threatened with respect to the employees of the Company, Xxxxx or any other
Subsidiary.

SECTION 3.22. Taxes. (a) Except as set forth in Schedule 3.22 of the
Disclosure Schedule, (i) (A) all returns and reports in respect of Taxes ("Tax
Returns" or "Returns") required to be filed with respect to the Company and each
Subsidiary (including any consolidated federal income Tax Returns and state and
local income or franchise Tax Returns that include the Company or any Subsidiary
on a consolidated, combined or unitary ("combined") basis) have been timely
filed; (B) all Taxes shown to be payable on such Returns or otherwise due, and
all assessments of Tax made against the Company and each Subsidiary with respect
to such Returns, have been paid; (C) all such Returns are true, correct and
complete in all material respects; and (D) no adjustment relating to such
Returns has been proposed formally or informally by any Tax authority and, to
the best knowledge of the Company or any Subsidiary, after due inquiry, no basis
exists for any such adjustment; (ii) there are no pending or, to the best
knowledge of the Company and/or any Subsidiary after due inquiry, threatened
actions or proceedings for the assessment or collection of Taxes against the
Company or any Subsidiary; (iii) there are no Tax liens on any assets of the
Company or any Subsidiary; (iv) there are no outstanding waivers or agreements
extending the statute of limitations with respect to any Tax to which the
Company or any Subsidiary may be subject; (v) there are no outstanding requests
for information made by a Tax authority to the Company or any Subsidiary; (vi)
neither the Company nor any Subsidiary has been advised by any Tax authority of
any proposed reassessments of the value (or other Tax base) of any property
owned by the Company or any Subsidiary that could materially increase the amount
of a property Tax to which the Company or any Subsidiary would be subject; (vii)
the Company and any Subsidiary have made all payments of estimated Taxes
required to be made under section 6655 of the Code and any comparable state or
local Tax provision; (viii) all Taxes required to be withheld, collected or
deposited by or with respect to the Company or any Subsidiary have been timely
withheld, collected or deposited, as the case may be, and, to the extent
required, have been paid to the relevant Tax authority; (ix) neither the Company
nor any Subsidiary is doing business in, or engaged in a trade or business in,
any jurisdiction in which it has not filed all required Tax Returns; (x) the
Company is not, is not likely to be and has not been subject to Tax in any
foreign jurisdiction; and (xi) no Subsidiary organized under the laws of any
foreign jurisdiction is, is likely to be or has been engaged in the conduct of a
trade or business in the United States for purposes of section 864, 875, 882 or
884 of the Code.

(b) Except as set forth in Schedule 3.22(b) of the Disclosure
Schedule, (i) no consent under section 341(f) of the Code has been filed with
respect to the Company or any Subsidiary; (ii) at the Closing Date the Company
will not be a "United States real property holding corporation" within the
meaning of section 897(c)(2) of the Code; (iii) neither the Company nor any
Subsidiary has income reportable for a taxable period ending after the Closing
Date, but attributable to a transaction (e.g., an installment sale) occurring
in, or a change in accounting method made for, a taxable period ending on or
prior to such date, that resulted in a deferred reporting of income from such
transaction or change; (iv) neither the Company nor any Subsidiary has been a
"passive foreign investment

company" within the meaning of section 1296 of the Code, and (v) neither the
Company nor any Subsidiary has been, at any time after April 30, 1995, a member
of any partnership or joint venture or the holder of a beneficial interest in
any trust for any period for which the statute of limitations for any Tax has
not expired.

(c) Schedule 3.22(c) of the Disclosure Schedule (i) lists by type
all income, franchise and other material Tax Returns or extensions thereof
(federal, state, local, and foreign) filed with respect to each of the Company
and any Subsidiary for taxable periods ended on or after April 30, 1995; (ii)
indicates for which jurisdictions Returns have been filed on a combined basis
for the taxable period ended on or after April 30, 1997, and the companies
joining in such Returns; (iii) indicates the most recent income, franchise, or
other material Tax Returns for each relevant jurisdiction for which an audit has
been completed or the statute of limitations has lapsed, and (iv) indicates all
Tax Returns that currently are the subject of an audit.

(d) Schedule 3.22(d) of the Disclosure Schedule lists the amount and
expiration dates of any net operating loss, net capital loss, unused business
credit, unused foreign tax credit or excess charitable contribution allocable to
the Company and each Subsidiary as of December 31, 1996.

(e) Except as set forth on Schedule 3.22(e) of the Disclosure
Schedule, reserves and allowances have been provided on the Financial Statements
and the Interim Financial Statements that are adequate to satisfy all
Liabilities for Taxes relating to the Company and any Subsidiary for periods
through the date of such financial statements.

(f) The Company has delivered or made available to the Purchaser
correct and complete copies of all federal, state and local Tax Returns of the
Company or extensions thereof and any Subsidiary for periods ending on or after
April 30, 1995, and correct and complete copies (or summaries) of all
examination reports, correspondence with Tax authorities, statements of
deficiencies assessed against, or agreed to by, the Company or any Subsidiary
since April 30, 1995, and correct and complete copies of any formal or informal
tax sharing arrangement to which the Company or any Subsidiary is a party.

SECTION 3.23. Miami Recycling and Composting Project (the "Miami
Project"). The Company, through its subsidiary, Miami Recycling and Composting
Company ("MRCC"), is duly negotiating with (i) Black & Xxxxxx with respect to
providing the engineering, design, procurement, construction, start-up and
testing of the Miami Project at a guaranteed price, with a guaranteed completion
date, and including Black and Veatch's responsibility for liquidated damages,
and (ii) Professional Services Group with respect to the provision of
operations, maintenance and management services for the Miami Project. The
Company, through MRCC, has obtained the following material permits and
approvals: (i) a Solid Waste Recycling Facility permit from the Florida
Department of Environmental

Protection ("FDEP") that requires only minor modification; (ii) an approval for
the issuance of a Class VI permit from the Dade County Department of
Environmental Resource Management ("DERM") for storm water management; and (iii)
a determination by the Dade County Building and Planning Department that the
modified plan is "substantially in accordance" with the original submission,
which will allow previous permits and approvals regarding site configuration to
retain validity. The Company, through MRCC, is in the process of obtaining the
following material permits and approvals that will be obtained before the Miami
Project startup: (i) a Joint Air Permit from FDEP and DERM; (ii) an approval for
its Wetlands Mitigation Plan from FDEP, DERM and the U.S. Army Corps of
Engineers; (iii) a Management and Storage of Storm Water Permit from FDEP; (iv)
an approval for the railroad crossing leading to the Miami Project site from the
Florida Department of Transportation; and (v) an approval for the final Miami
Project plat from the Dade County Planning Department and the Dade County
Department of Public Works. The Company, through MRCC, has procured a 30-year
put-or-pay contract from the City of Miami for a guaranteed supply of about 80%
of the Miami Project's permitted municipal solid waste volume, at the cost of a
one-time host fee of $1,000,000 which has been paid. Other contracts for the
supply of waste materials are in the process of being procured.

SECTION 3.24. Newark Recycling and Composting Project (the "Newark
Project"). The Company, through Newark Recycling and Composting Company
("NRCC"), is duly negotiating with (i) Black & Xxxxxx with respect to providing
the engineering, design, procurement, construction, start-up and testing of the
Newark Project at a guaranteed price, with a guaranteed completion date, and
including Black and Veatch's responsibility for liquidated damages, and (ii)
Professional Services Group with respect to the provision of operations,
maintenance and management services for the Newark Project. The Company, through
NRCC, has obtained the following material permits and approvals: (i) from the
City of Newark and local authorities (A) Final Site Plan Approval, (B) Soil
Erosion and Sediment Control Permit and (C) Treatment Works Approval; (ii) from
Essex County, approval for inclusion in the Essex County Solid Waste Plan; and
(iii) from the State of New Jersey (A) NJPDES Permit, (B) Air Quality Permit,
(C) Treatment Works Approval, (D) Stream Encroachment Waiver, (E) General Permit
11, (F) inclusion in the State Solid Waste Plan and (G) Disclosure Statement
Review. The Company, through NRCC, is in the process of obtaining the following
permits and approvals: (i) from the City of Newark and local authorities (A)
Uniform Construction Permit for modified Facility design through Black and
Xxxxxx, (B) approval for Sewer Extension from Domestic Treatment Works and (C)
Industrial User Permit and (ii) a Class C Recycling Permit from the State of New
Jersey. The Company, through NRCC, is in the process of procuring contracts for
the supply of biosolids from municipalities and other generators of waste
materials, including the City of New York. Some existing permits may need to be
modified based on the facility's final configuration.

SECTION 3.25. Private Offering. (a) Assuming the accuracy of the
representations and warranties of the Purchaser, the sale of the Wasteco Shares
and the Wasteco Common Stock hereunder is exempt from the registration and
prospectus delivery requirements of the Securities Act.

(b) Other than a press release with respect to the Xxxxx
Acquisition, no form of general solicitation or general advertising (including,
without limitation, advertisements, articles, notices or other communications
published in any newspaper, magazine or other medium or broadcast over
television or radio, or any seminar or meeting whose attendees have been invited
by any general solicitation or general advertising) was used by the Company or
any other Person acting on behalf of the Company in respect of the Wasteco
Shares and the Wasteco Common Stock or in connection with the offer and sale of
the Wasteco Shares and the Wasteco Common Stock.

SECTION 3.26. Brokers. Except for Xxxxxxxx, Xxxxxxxx & Co., L.P. and
Xxxxx Xxxxxx Peppet Inc., no broker, finder or investment banker is entitled to
any brokerage, finder's or other fee or commission in connection with the
transactions hereunder based upon arrangements made by or on behalf of the
Company. Such fee or commission is the sole responsibility of the Company.

SECTION 3.27. Accuracy of Information. The Company has provided the
Purchaser with all the information reasonably available to it that the Purchaser
has requested for deciding whether to purchase the Wasteco Shares and the
Wasteco Common Stock and all information that the Company believes is reasonably
necessary to enable the Purchaser to make such decision. The Company is not
aware of any facts pertaining to the Company, Xxxxx or any other Subsidiary or
its business that could have a Material Adverse Effect and that have not been
disclosed in this Agreement, the Disclosure Schedule of the Financial Statements
or otherwise disclosed to the Purchaser in writing. Neither this Agreement nor
any other written statements or certificates made or delivered in connection
herewith contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements herein or therein not misleading.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY
WITH RESPECT TO XXXXX

In addition to the representations and warranties in Article III,
the Company further represents and warrants to the Purchaser that:

SECTION 4.01. Financial Information and Material Contracts of Xxxxx.
(a) True and complete copies of (i) the audited balance sheet of Xxxxx for each
of the fiscal years ended as of December 31, 1995 and December 31, 1996 and the
related audited statements of income, retained earnings, stockholders' equity
and changes in financial position of Xxxxx, together with all related notes and
schedules thereto, accompanied by the reports thereon of Xxxxx'x accountants,
and (ii) the unaudited balance sheet of Xxxxx as of June 30, 1997, and the
related unaudited statements of income, retained earnings, stockholders' equity
and changes in financial position of Xxxxx, together with all related notes and
schedules thereto, have been delivered by the Company to the Purchaser. Such
financial statements (i) were prepared in accordance with the books of account
and other financial records of Xxxxx, (ii) present fairly the consolidated
financial condition and results of operations of Xxxxx as of the dates thereof
or for the periods covered thereby, (iii) have been prepared in accordance with
U.S. GAAP applied on a basis consistent with the past practices of Xxxxx and
(iv) include all adjustments (consisting only of normal recurring accruals) that
are necessary for a fair presentation of the financial condition of Xxxxx and
the results of operations of Xxxxx as of the dates thereof or for the periods
covered thereby.

(b) True and complete copies of (i) the unaudited combining balance
sheet of Xxxxx, reflecting Xxxxx'x construction operations combined with its
EPIC operations, for each of the fiscal years ended as of December 31, 1995 and
December 31, 1996 and the related unaudited combining statement of income of
Xxxxx, and (ii) the unaudited combining balance sheet of Xxxxx, reflecting
Xxxxx'x construction operations combined with its EPIC operations as of June 30,
1997, and the related unaudited combining statement of income of Xxxxx have been
delivered by the Company to the Purchaser. Such combining statements (i) were
prepared in accordance with the books of account and other financial records of
Xxxxx, (ii) present fairly the combined financial condition and results of
operations of Xxxxx as of the dates thereof or for the periods covered thereby,
(iii) have been prepared in accordance with U.S. GAAP applied on a basis
consistent with the past practices of Xxxxx, (iv) include all adjustments
(consisting only of normal recurring accruals) that are necessary for a fair
presentation of the financial condition of Xxxxx and the results of operations
of Xxxxx as of the dates thereof or for the periods covered thereby, and (v)
present fairly the financial condition and results of operations of EPIC, as set
forth in the column designated for EPIC operations, as of the dates thereof or
for the periods covered.

(c) Schedule 4.01 of the Disclosure Schedule lists each of the
following contracts and agreements (including, without limitation, oral and
informal arrangements) of Xxxxx (such contracts and agreements to which Xxxxx is
a party, being "Material Contracts of Xxxxx"):

(i) each contract and agreement for the purchase of inventory, spare
parts, other materials or personal property with any supplier or for the
furnishing of services to Xxxxx which (A) is likely to pay or otherwise
give consideration of more than

$100,000 in the aggregate during the calendar year ending December 31,
1997 or (B) is likely to pay or otherwise give consideration of more than
$100,000 in the aggregate over the remaining term of such contract;

(ii) each contract and agreement for the sale of inventory or other
personal property or for the furnishing of services by Xxxxx which (A) is
likely to pay or otherwise give consideration of more than $100,000 in the
aggregate during the calendar year ending December 31, 1997, or (B) is
likely to pay or otherwise give consideration of more than $100,000 in the
aggregate over the remaining term of such contract;

(iv) all management contracts and contracts with independent
contractors or consultants (or similar arrangements) to which Xxxxx is a
party and which are not cancelable without penalty or further payment and
without more than 30 days' notice;

(v) all contracts and agreements relating to the indebtedness of
Xxxxx;

(vi) all contracts and agreements with any Governmental Authority to
which Xxxxx is a party;

(vii) all contracts and agreements that limit or purport to limit
the ability of Xxxxx to compete in any line of business or with any Person
or in any geographic area or during any period of time;

(viii) all contracts and agreements between or among Xxxxx and EPIC
or X.X. Xxxxx or the Trust or any Affiliate of X.X. Xxxxx or the Trust;

(ix) all contracts and agreements between or among Xxxxx or X.X.
Xxxxx and the Company or any Subsidiary of the Company;

(x) all other contracts and agreements, whether or not made in the
ordinary course of business, which are material to Xxxxx, or the loss of
which contract or agreement would have an effect materially adverse to
Xxxxx'x business, operations, properties (including intangible
properties), condition (financial or otherwise), assets, liabilities,
results of operations or prospects of Xxxxx taken as a whole; and

(xi) the New York City Contract.

(d) Each Material Contract of Xxxxx: (i) is valid and binding on
Xxxxx and, to the best knowledge of the Company after due inquiry, on the other
parties thereto and is in full force and effect and (ii) upon consummation of
the transactions contemplated by this Agreement shall continue in full force and
effect without penalty or other adverse consequence. Xxxxx is not in breach of,
or in default under, any Material Contract of Xxxxx.

(e) To the best knowledge of the Company after due inquiry, there is
no continuing act of nonperformance by any other party to any Material Contract
of Xxxxx which constitutes a breach thereof or a default thereunder.

(f) There is no contract, agreement or other arrangement granting
any Person any preferential right to purchase, other than in the ordinary course
of business consistent with past practice, any of the properties or assets of
Xxxxx.

(g) Except as set forth on Schedule 4.01 of the Disclosure Schedule,
there are no Material Contracts of Xxxxx (as hereinabove defined) or agreements
(including, without limitation, oral and informal arrangements) to which Xxxxx
is a party.

SECTION 4.02. Railcars, Containers and Equipment. Schedule 4.02 of
the Disclosure Schedule lists all equipment owned by Xxxxx which is material to
the conduct of the businesses of Xxxxx. Such equipment of Xxxxx, including, but
not limited to, all railcars and containers of Xxxxx (the "Xxxxx Equipment"),
(i) is structurally sound, in good operating condition and repair, and suitable
for the purposes for which it is used and intended; (ii) has been maintained in
accordance with good business practices and is sufficient for the continued
conduct of Xxxxx'x businesses consistent with past practice of Xxxxx; and (iii)
is not in need of maintenance, repair or replacement except for ordinary,
routine maintenance and repairs that are not material in nature or cost.

SECTION 4.03. The New York City Contract. The New York City Contract
(i) has been executed and delivered by the parties thereto and is in full force
and effect (ii) no defaults exist thereunder, (iii) the Company has received
notice to proceed from the City of New York and (iv) upon consummation of the
transactions contemplated by this Agreement, shall continue in full force and
effect without penalty or other adverse consequence.

SECTION 4.04. Licenses and Permits. (a) Schedule 4.04 of the
Disclosure Schedule lists all governmental licenses, permits and other
governmental authorizations and approvals required for Xxxxx'x usage of
railroads and other channels of interstate commerce in its business as now
conducted.

(b) Xxxxx has all governmental licenses, permits and other
governmental authorizations and approvals required for the conduct of its
business and its usage of all national railroads and other channels of
interstate commerce in its businesses (including the EPIC business) as now
conducted, and all such material licenses, permits, authorizations and approvals
will remain in full force and effect immediately following the consummation of
the transactions hereunder.

SECTION 4.05. Xxxxx Agreements. The Xxxxx Agreements attached hereto
as Exhibit F are hereby incorporated by reference as part of this Agreement and
are an authentic, true and complete copy of the Xxxxx Agreements as executed.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Company that:

SECTION 5.01. Corporate Organization. The Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
British Virgin Islands, organized for the purpose of investing in the Company,
and has the requisite corporate power and authority and any necessary
governmental authority to own, operate or lease the properties that it purports
to own, operate or lease and to carry on its business as it is now being
conducted. The Purchaser agrees that it will not enter into or become involved
in any business that would be in competition with the Business.

SECTION 5.02. Authority. The Purchaser has all necessary corporate
power and authority to execute and deliver this Agreement, to perform its
obligations and to consummate the transactions contemplated hereunder. The
execution and delivery of this Agreement by the Purchaser and the purchase of
the Wasteco Shares and the Wasteco Common Stock as provided in Section 2.01
hereof by the Purchaser hereunder have been duly and validly authorized by all
necessary corporate action of the Purchaser and no other corporate proceedings
on the part of the Purchaser are necessary to authorize this Agreement or the
purchase of the Wasteco Shares and the Wasteco Common Stock by the Purchaser as
contemplated hereby. This Agreement has been duly and validly executed and
delivered by the Purchaser and, assuming its due authorization, execution and
delivery by the Company, constitutes the legal, valid and binding obligation of
the Purchaser enforceable against the Purchaser in accordance with its terms.

SECTION 5.03. No Conflict; Required Filings and Consents. (a) The
execution and delivery of this Agreement by the Purchaser do not, and the
performance of

this Agreement by the Purchaser will not, (i) conflict with or violate the
articles of incorporation or by-laws or equivalent organizational documents of
the Purchaser, (ii) conflict with or violate any law, rule, regulation, order,
judgment or decree applicable to the Purchaser or by which it or its properties
are bound or affected or (iii) result in any breach of or constitute a default
(or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a lien or encumbrance on any of
the property or assets of the Purchaser pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which the Purchaser is a party or by which the
Purchaser or any of its properties is bound or affected, except, in the case of
this clause (iii) and clause (ii) above, for any such breaches, defaults or
other occurrences which would not, individually or in the aggregate, have a
material adverse effect on the business, operations, properties (including
intangible properties), condition (financial or otherwise), assets or
liabilities of the Purchaser.

(b) The execution and delivery of this Agreement by the Purchaser do
not, and the performance of this Agreement by the Purchaser (including, without
limitation, the consummation of the transactions hereunder) will not, require
any consent, approval, authorization or permit of, or filing with or
notification to, any governmental or regulatory authority, domestic or foreign.

SECTION 5.04. Funds. The Purchaser has and, immediately prior to the
Closing, will have the funds necessary to consummate the purchase of the Wasteco
Shares and the Wasteco Common Stock hereunder.

SECTION 5.05. Investment Purpose. The Wasteco Shares and the Wasteco
Common Stock purchased by the Purchaser pursuant to this Agreement are being
acquired for investment only and not with a view to any sale or distribution
(within the meaning of the Securities Act) of the Wasteco Shares and the Wasteco
Common Stock or any part thereof other than a contemplated transfer of the
Wasteco Shares and the Wasteco Common Stock to a partnership to be incorporated
under the laws of Delaware, as soon as practicable after the Closing. The
Purchaser agrees at all times to sell or otherwise dispose of all or any part of
the Wasteco Shares and the Wasteco Common Stock so acquired by the Purchaser
(and any securities issued in exchange therefor) only pursuant to a registration
or exemption therefrom, under the Securities Act and in compliance with
applicable state securities laws.

SECTION 5.06. Brokers. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions hereunder based upon arrangements made by or on behalf of
the Purchaser.

ARTICLE VI

COVENANTS

SECTION 6.01. Use of Proceeds. (a) The Company covenants and agrees
that the Purchase Price proceeds shall be used, in full accordance with the
Xxxxx Agreements, exclusively to finance the Xxxxx Acquisition and any remaining
funds thereof shall be used solely as working capital of the Company and (b)
before distributing any dividends from the Equipment Debt Refinancing to the
Company, the Company shall use the proceeds from the Equipment Debt Refinancing
to repay in full (i) all equipment debt of EPIC outstanding on October 31, 1997
and (ii) the loan of X.X. Xxxxx for $1,000,000.

SECTION 6.02. Restrictions on Operation of EPIC. The Company
covenants and agrees that, prior to the expiration of the EPIC Option, without
the prior written consent of the Purchaser, neither the Company nor any
Subsidiary will perform, with respect to EPIC, (i) any of the actions enumerated
in clauses (i), (ii), (iii), (v), (vi), (vii), (viii), (xii), (xvi), (xvii),
(xviii), (xx) and (xxi) of Section 3.11(b) and (ii) the following actions:

(A) redeem any of Xxxxx'x capital stock or declare, make or pay any
dividends or distributions (whether in cash, securities or other property)
to the holders of the Company's or any Subsidiary's capital stock or
otherwise except (i) as contemplated by the Xxxxx Agreements and (ii) the
following:

1. upon receipt, up to a maximum of $2,000,000 of Equipment
Debt Refinancing proceeds and the $1,000,000 loan of X.
X. Xxxxx shall be distributed to the Company;

2. monthly dividends inclusive of tax distributions no
greater than 75% of EBITDA less capital expenditures
incurred for maintenance and less debt service including
principal and interest on all EPIC debts (excluding
existing secured equipment debts and the $1,000,000 loan
of X. X. Xxxxx to be repaid out of the Equipment Debt
Refinancing proceeds) until June 30, 1998;

3. effective July 1, 1998 monthly dividends inclusive of
tax distributions no greater than 40% of EBITDA less
capital expenditures incurred for maintenance and less
debt service, including principal and interest on all
EPIC debts until the difference between the 75% set
forth in subsection (2) above and the 40% set forth in
this subsection (3) equals $3,000,000; and

4. after $3,000,000 has been accumulated pursuant to
subsection (3) above, dividends up to 75% of EBITDA less
capital expenditures incurred for maintenance and less
debt services including principal and interest on all
EPIC debts may be paid,

(B) other than with respect to the Xxxxx Acquisition, the Mortgage
Refinancing and the Equipment Debt Refinancing, make any loan to,
guarantee any indebtedness of or otherwise incur any indebtedness on
behalf of any Person in excess of $50,000 individually or $100,000 in the
aggregate;

(C) other than with respect to the Xxxxx Acquisition, make any
capital expenditure or commitment for any capital expenditure in excess of
$250,000 individually or $500,000 in the aggregate;

(D) other than with respect to the Xxxxx Acquisition, enter into any
agreement, arrangement or transaction with any of its directors, officers,
employees (other than in connection with their employment agreements) or
shareholders (or with any relative, beneficiary, spouse or Affiliate of
any such Person);

(E) other than with respect to the Xxxxx Acquisition, the Mortgage
Refinancing, the Equipment Debt Refinancing and the New York City
Contract, incur any Indebtedness in excess of $250,000 individually or
$500,000 in the aggregate;

(F) materially amend, modify or consent to the termination of any
Material Contract or Xxxxx'x or rights thereunder or enter into any new
Material Contract on behalf of Xxxxx; or

(G) except with respect to the employment agreements listed on
Schedule 3.11(b) of the Disclosure Schedule (A) grant any increase, or
announce any increase, in the wages, salaries, compensation, bonuses,
incentives, pension or other benefits payable by Xxxxx to any of its
senior management employees, including, without limitation, any increase
or change pursuant to any Plan or (B) establish or increase or promise to
increase any benefits for such senior management under any Plan, in either
case except as required by law or any collective bargaining agreement and
involving ordinary increases consistent with the past practices of Xxxxx.

SECTION 6.03. Bedminster Matters. The Company covenants and agrees
that it will enter into a legally enforceable agreement with Bedminster Seacor
Services Miami Corporation ("Bedminster Miami") limiting and restricting
Bedminster Miami's interest in the Miami Project to not more than $145,000 of
cash payments in any fiscal year. Any amount in excess of such payment in any
fiscal year, shall be considered a Loss for purposes of Section 9.02(a)(x).

ARTICLE VII

TAX MATTERS

SECTION 7.01. Indemnity. (a) The Company and any Subsidiary agree to
indemnify and hold harmless the Purchaser against the following Taxes and
against any loss (including, without limitation, loss of value of the
Purchaser's stock investment in the Company), damage, liability or expense,
including reasonable fees for attorneys and other outside consultants, incurred
in contesting or otherwise in connection with any such Taxes: (i) Taxes imposed
on the Company or any Subsidiary with respect to taxable periods of such
corporation ending on or before the Closing Date; and (ii) Taxes imposed on any
member of any affiliated group with which any of the Company and any Subsidiary
file or have filed a Tax Return on a consolidated, combined or unitary basis for
a taxable period ending on or before the Closing Date (together, hereinafter
"Purchaser Tax Loss").

(b) The right of the Purchaser to be indemnified pursuant to this
Section 7.01 shall be subject to the dollar limitations contained in Section
9.05(b). Claims relating to Tax matters and claims for indemnity covered by
Article IX shall be aggregated for the purpose of applying those limitations.

(c) The amount of any Purchaser Tax Loss shall be the amount of
Taxes and other items described in Section 7.01 multiplied by a factor equal to
the percentage interest of the Purchaser in the Preferred Stock Series A of the
Company at the date of the Closing, except that in the event of a Loss arising
out of the acquisition of Xxxxx, for which there is not a full indemnification
to the Company by X.X. Xxxxx, the amount shall be 100% of such claim.

SECTION 7.02. Returns and Payments. The Company shall prepare and
file or otherwise furnish to the appropriate Tax authority (or cause to be
prepared and filed or so furnished) in a timely manner all Tax Returns, reports
or forms relating to the Company and any Subsidiary that are due on or before,
or relate to any taxable period ending on or before, the Closing Date. Returns
of the Company and any Subsidiary not yet filed for any taxable period that
begins before the Closing Date shall be prepared, and each item thereon treated,
in a manner consistent with past practices employed with respect to the Company
and any Subsidiary (except to the extent counsel for the Company determines
there is no reasonable basis in law therefor or determines that a Return cannot
be so prepared and filed or an item so reported without being subject to
penalties).

SECTION 7.03. Contests. (a) After the Closing, the Company (or any
Subsidiary) shall promptly notify the Purchaser in writing of any written notice
of a proposed assessment or claim in an audit or administrative or judicial
proceeding involving the Company or any Subsidiary which, if determined
adversely to the taxpayer, would be grounds for indemnification under this
Article VII.

(b) The Purchaser shall have the right to participate in any audit
or administrative or judicial proceedings to which the Company (or any
Subsidiary) may become a party that are reasonably likely to result in an
obligation on the part of the Company (or any Subsidiary) to the Purchaser under
this Article VII.

(c) The Company (or any Subsidiary) shall not enter into any
compromise or agree to settle any claim pursuant to any Tax audit or proceeding
which would adversely affect the Purchaser for such year or a subsequent year
without the written consent of the Purchaser, which consent may not be
unreasonably withheld.

SECTION 7.04. Time of Payment. Payment by the Company to the
Purchaser of any amounts due under this Article VII in respect of Taxes shall be
made within three Business Days following the earliest of (i) an agreement
between the Company (or any Subsidiary) and the Purchaser that an indemnity
amount is payable; (ii) payment by the Company or any Subsidiary of any Taxes
which payment gives rise to an indemnity obligation pursuant to this Article
VII; or (iii) a "determination" as defined in section 1313(a) of the Code giving
rise to an indemnity obligation pursuant to this Article VII. If liability under
this Article VII is in respect of costs or expenses other than Taxes, payment by
the Company (or any Subsidiary) of any amounts due under this Article VII shall
be made as soon as the amount can reasonably be determined.

SECTION 7.05. Conveyance Taxes. The Company shall be liable for and
shall hold the Purchaser harmless against any transfer, recording, registration,
and other fees, and any similar Taxes which become payable in connection with
the transactions contemplated hereby, and shall file such applications and
documents as shall permit any such Tax to be assessed and paid on or prior to
the Closing Date in accordance with any available pre-sale filing procedure. The
Purchaser shall execute and deliver all instruments and certificates necessary
to enable the Company to comply with the foregoing.

SECTION 7.06. Miscellaneous. (a) The Company (and any Subsidiary)
and the Purchaser agree to treat all payments made to the Purchaser under this
Article VII, under other indemnity provisions of this Agreement and for any
misrepresentations or breach of warranties or covenants as adjustments to the
purchase price or as capital contributions for Tax purposes and that such
treatment shall govern for purposes hereof except to the extent that the laws of
a particular jurisdiction provide otherwise, in which case such payments shall
be made in an amount sufficient to indemnify the relevant party on an after-Tax
basis.

(b) Notwithstanding any provision herein to the contrary, the
obligations of the Company and any Subsidiary to indemnify and hold harmless the
Purchaser pursuant to this Article VII, and the representations and warranties
contained in Section 3.22, shall terminate at the close of business on the 180th
day following the expiration of the applicable statute of limitations with
respect to the Tax liabilities in question (giving effect to any waiver,
mitigation or extension thereof).

(c) From and after the date hereof, the Company and any Subsidiary
shall not without the prior written consent of the Purchaser (which may, in its
sole and absolute discretion, withhold such consent) make or revoke, or cause or
permit to be made or revoked, any Tax election, or adopt or change any method of
accounting, that would affect the Company or any Subsidiary.

ARTICLE VIII

CONDITIONS TO THE CLOSING

SECTION 8.01. Conditions to Obligations of the Purchaser. The
obligations of the Purchaser to effect the Closing shall be subject to the prior
fulfillment of each of the following conditions:

(a) Representations and Warranties; Agreements and Covenants. (i)
The representations and warranties of the Company contained in this
Agreement which are qualified as to materiality shall be true and correct
in all respects and all other representations and warranties shall be true
and correct in all material respects on and as of the Closing, with the
same force and effect as if made as of the Closing, (ii) all the
agreements and covenants contained in this Agreement to be performed or
complied with by the Company at or before the Closing shall have been
performed or complied with in all material respects and (iii) the
Purchaser shall have received a certificate of the Company in the form of
Exhibit D hereto, signed by the Chief Executive Officer thereof, as to the
fulfillment of the conditions set forth in the foregoing clauses (i) and
(ii).

(b) Litigation. There shall have been no order or preliminary or
permanent injunction entered in any action or proceeding before any
federal, state or foreign court or governmental, administrative or
regulatory authority or agency, and no other action taken or threatened,
or statute, rule, regulation, legislation, interpretation, judgment or
order enacted, entered, enforced, promulgated, amended, issued or deemed
applicable to the Purchaser, the Company, Xxxxx or any of its other
Subsidiaries or Affiliates, by any federal, state or foreign legislative
body, court,

government or governmental, administrative or regulatory authority or
agency which shall have remained in effect and which shall have had the
effect of: (i) making illegal, materially delaying or otherwise directly
or indirectly restraining or prohibiting the consummation of the
transactions hereunder (including, without limitation, the purchase of the
Wasteco Shares and the Wasteco Common Stock and the conversion or
redemption of the Preferred Stock); (ii) prohibiting or materially
limiting the ownership of the Wasteco Shares and the Wasteco Common Stock;
(iii) imposing material limitations on the ability of the Purchaser to
exercise full rights of ownership of any of the Wasteco Shares and the
Wasteco Common Stock, including, without limitation, the right to vote any
shares of Common Stock; (iv) requiring divestiture by the Purchaser of any
Wasteco Shares or the Wasteco Common Stock; or (v) preventing the
Purchaser from consummating the transactions contemplated hereby.

(c) Resolutions. The Purchaser shall have received a true and
complete copy, certified by the Secretary of the Company, of the
resolutions duly and validly adopted by the Board evidencing its
authorization of the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.

(d) Incumbency Certificate of the Company. The Purchaser shall have
received a certificate of the Secretary or an Assistant Secretary of the
Company certifying the names and signatures of the officers of the Company
authorized to sign this Agreement and the other documents to be delivered
hereunder.

(e) Consents and Approvals. The Purchaser and the Company shall have
received, each in form and substance satisfactory to the Purchaser in its
sole and absolute discretion, all authorizations, consents, orders and
approvals of all Governmental Authorities and officials and all
third-party consents and estoppel certificates identified to the Company,
which the Purchaser in its sole and absolute discretion deems necessary or
desirable for the consummation of the transactions contemplated by this
Agreement.

(f) Organizational Documents. The Purchaser shall have received a
copy of (i) the Certificates of Incorporation, as amended (or similar
organizational documents), of the Company, Xxxxx and of each other
Subsidiary, certified by the secretary of state of the jurisdiction in
which each such entity is incorporated or organized, as of a date not
earlier than five Business Days prior to the Closing Date and accompanied
by a certificate of the Secretary or Assistant Secretary of each such
entity, dated as of the Closing Date, stating that no amendments have been
made to such Certificates of Incorporation (or similar organizational
documents) since such date other than an amendment to the Certificate of
Incorporation of the Company filed contemporaneously with the execution of
this Agreement with respect to the number

of Board members and the filing of the Certificates of Designation with
respect to the Wasteco A Preferred Shares, the Wasteco C Preferred Shares,
and the Xxxxx Shares and (ii) the By-laws (or similar organizational
documents) of the Company, Xxxxx and of each Subsidiary, certified by the
Secretary or Assistant Secretary of each such entity.

(g) Good Standing; Qualification to Do Business. The Purchaser shall
have received good standing certificates for the Company, for Xxxxx and
for each other Subsidiary from the secretary of state of the jurisdiction
in which each such entity is incorporated or organized and from the
secretary of state of each other jurisdiction in which the properties
owned or leased by any of the Company, Xxxxx or any other Subsidiary, or
the operation of its business in such jurisdiction, requires the Company
or Xxxxx or any other Subsidiary to qualify to do business as a foreign
corporation, in each case dated as of a date not earlier than fifteen (15)
Business Days prior to the Closing Date and accompanied by bring-down
telegrams dated the Closing Date.

(h) Calamities. There shall not have occurred and be continuing (i)
any general suspension of, or limitation on prices for or trading in
securities on any United States securities exchange, (ii) a declaration of
a banking moratorium or any suspension of payments in respect of banks in
the United States, (iii) any limitation (whether or not mandatory) by any
government or governmental, administrative or regulatory authority or
agency, domestic or foreign, or other event that materially adversely
affects the ability of the Purchaser to purchase the Wasteco Shares and
the Wasteco Common Stock hereunder, or (iv) a commencement of a war or
armed hostilities or other national or international calamity directly
involving the United States.

(i) Bankruptcy; Insolvency; Etc. No proceeding shall have been
instituted or consented to by or against the Company or Xxxxx or any other
subsidiary seeking to adjudicate it bankrupt or insolvent, or seeking
liquidation, winding-up, reorganization, arrangement, adjustment,
protection, relief or composition of its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking
the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or any substantial
part of its property (each such action being a "Bankruptcy Proceeding"),
and none of the Company, Xxxxx or any other subsidiary shall have taken
any corporate action to authorize any Bankruptcy Proceeding.

(j) No Material Adverse Effect. No fact, event or condition
(financial or otherwise) shall have occurred with respect to the Company,
Xxxxx or any of its other Subsidiaries having, individually or in the
aggregate, a Material Adverse Effect.

(k) Opinion. The Purchaser shall have received an opinion from
Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxx & Xxxxxxx, P.A., a professional
corporation, substantially to the effect of Exhibit B hereto.

(l) Registration Rights Agreement. The Registration Rights
Agreement, in the form of Exhibit C, shall have been executed and
delivered by the parties thereto.

(m) Filing of Corporate Certificates; Adoption of By-laws. The
Company shall have adopted and filed with the Secretary of State of New
Jersey a certificate of incorporation in a form satisfactory to the
Purchaser. Further, the Company shall have adopted By-laws in a form
satisfactory to the Purchaser.

(n) Due Diligence. The Purchaser shall have completed all its
business, legal, accounting and environmental due diligence with respect
to the Company and the Subsidiaries and shall, in its sole and absolute
judgment, be satisfied with the results thereof.

(o) New York Contract Opinion. The Purchaser shall have received an
opinion from Fischbein, Badillo, Xxxxxx and Itzler, a professional
corporation, substantially to the effect of Exhibit G hereto.

(p) Phase I Environmental Study. The Phase I Environmental Study on
the Miami Project shall have been completed and the Purchaser shall have
received such study and shall, in its sole and absolute judgment, be
satisfied with the results thereof.

(q) Stockholders Agreement. The Stockholders Agreement, in the form
of Exhibit H, shall have been executed and delivered by the parties
thereto.

SECTION 8.02. Conditions to Obligations of the Company. The
obligations of the Company to effect the Closing shall be subject to the prior
fulfillment of each of the following conditions:

(a) Representations and Warranties. (i) The representations and
warranties of the Purchaser contained in this Agreement and in any
certificates or agreements of the Purchaser delivered pursuant hereto
shall be true and correct in all material respects on and as of the
Closing, with the same force and effect as if made as of the Closing, (ii)
all the agreements and covenants contained in this Agreement and in any
certificates or agreements of the Purchaser delivered pursuant hereto to
be performed or complied with by the Purchaser at or before the Closing
shall have been performed or complied with in all material respects and
(iii) the Company shall have received a certificate of the Purchaser in
the form of Exhibit E hereto, signed by a duly

authorized officer thereof, as to the fulfillment of the conditions set
forth in the foregoing clauses (i) and (ii).

(b) Litigation. There shall have been no order or preliminary or
permanent injunction entered in any action or proceeding before any
federal, state or foreign court or governmental, administrative or
regulatory authority or agency by any federal, state or foreign
legislative body, court, government or governmental, administrative or
regulatory authority or agency which shall have remained in effect and
which shall have had the effect of making illegal the consummation of any
of the transactions hereunder.

ARTICLE IX

INDEMNIFICATION

SECTION 9.01. Survival of Representations and Warranties. The
representations and warranties of the Company in this Agreement, and all
statements contained in this Agreement, the Exhibits to this Agreement, the
Disclosure Schedule and any certificate, Financial Statement, Interim Financial
Statement or report or other document delivered pursuant to this Agreement or in
connection with the transactions contemplated by this Agreement (collectively,
the "Acquisition Documents") shall survive the Closing until the second
anniversary of the Closing Date, except that the covenants contained in Section
6.03 and all claims arising by reason of or in connection with a failure by the
Company to issue sufficient shares of Common Stock to the Purchaser (as further
set forth in section 9.02(c)) shall survive the closing until the seventh
anniversary of the Closing Date. Neither the period of survival nor the
liability of any party with respect to the parties' representations and
warranties shall be reduced by any investigation made at any time by or on
behalf of any party.

SECTION 9.02. Indemnification by the Company. (a) The Purchaser, its
Affiliates and their successors and assigns and the officers, directors,
employees and agents of the Purchaser, its Affiliates and their successors and
assigns (each, an "Indemnified Party") shall be indemnified and held harmless by
the Company for any and all Liabilities, losses, depreciation in value, damages,
claims, costs and expenses, interest, awards, judgments and penalties
(including, without limitation, reasonable attorneys' and consultants' fees and
expenses) suffered or incurred by them (including, without limitation, any
Action brought or otherwise initiated by any of them) (hereinafter, a "Purchaser
Loss") arising out of or resulting from:

(i) the material breach of any representation or warranty made by
the Company contained in the Acquisition Documents; or

(ii) the material breach of any covenant or agreement by the Company
contained in the Acquisition Documents; or

(iii) material liabilities of the Company or any Subsidiary not
reflected on the Financial Statements or the Interim Financial Statements,
whether arising before or after the Closing Date, arising from or relating
to the ownership or actions or inactions of the Company or such Subsidiary
or the conduct of their respective businesses prior to the Closing; or

(iv) material liabilities of the Company, Xxxxx or any other
Subsidiary, whether arising before or after the Closing Date, arising from
or relating to any of the Disclosure Schedules or listed in Articles III
and IV herein; or

(v) material liabilities of Xxxxx not reflected in Xxxxx and EPIC
financial statements delivered to Purchaser in accordance with Section
4.01 herein, whether arising before or after the Closing Date, arising
from or relating to the ownership or actions or inactions of Xxxxx on the
conduct of its respective businesses prior to the Closing; or

(vi) any and all Losses suffered or incurred by the Purchaser, the
Company, Xxxxx or any other Subsidiary by reason of or in connection with
any claim or cause of action of any third party to the extent arising out
of any action, inaction, event, condition, liability or obligation of the
Company or Xxxxx occurring or existing prior to the Closing; or

(vii) any and all Losses suffered or incurred by the Purchaser, the
Company, Xxxxx or any other Subsidiary by reason of or in connection with
any claim, cause of action, cancellation, breach or invalidity of the New
York City Contract; or

(viii) (A) any and all Remedial Actions after the Closing relating
to any Release of Hazardous Materials into the Environment or on or about
the Real Property prior to the Closing to the extent any such Remedial
Action is required under any Environmental Law or by any Governmental
Authority or is necessary to prevent or xxxxx a significant risk to human
health or the environment; (B) any and all Environmental Claims arising at
any time that relate to the business or the operation of the Company or
Xxxxx or any other Subsidiary prior to the Closing; or (C) any and all
noncompliances with or violations of any applicable Environmental Law or
Environmental Permit by the Company or Xxxxx or any other Subsidiary prior
to the Closing;

(ix) any diminution in value of any asset of the Company, Xxxxx or
any other subsidiary as a result of an expense incurred by the Company,
Xxxxx or any other subsidiary arising out or resulting from the causes
enumerated in this Section 9.02(a); or

(x) any and all losses, suffered or incurred by the Purchaser, the
Company, or any Subsidiary by reason of or in connection with any breach
of the covenants contained in Section 6.03.

To the extent that the Company's undertakings set forth in this Section 9.02 may
be unenforceable, the Company shall contribute the maximum amount that it is
permitted to contribute under applicable law to the payment and satisfaction of
all Losses incurred by the Purchaser, the Company, Xxxxx and the Subsidiaries.

Notwithstanding anything to the contrary in this Article IX, the
rights and obligations of the parties with respect to any and all Tax matters
shall be governed by Article VII. In particular, this Article IX shall not apply
to any indemnity to which the Purchaser may be entitled under Section 7.01
(relating to Taxes), except to the extent specified therein.

(b) An Indemnified Party shall give the Company notice of any matter
which an Indemnified Party has determined has given or could give rise to a
right of indemnification under this Agreement, within 60 days of such
determination, stating the amount of the Loss, if known, and the method of
computation thereof, and containing a reference to the provisions of this
Agreement in respect of which such right of indemnification is claimed or
arises. The obligations and Liabilities of the Company under this Article IX
with respect to Losses arising from claims of any third party which are subject
to the indemnification provided for in this Article IX ("Third Party Claims")
shall be governed by and contingent upon the following additional terms and
conditions: (i) if an Indemnified Party shall receive notice of any Third Party
Claim, the Indemnified Party shall give the Company notice of such Third Party
Claim within 30 days of the receipt by the Indemnified Party of such notice,
provided, however, that the failure to provide such notice shall not release the
Company from any of its obligations under this Article IX except to the extent
the Company is materially prejudiced by such failure and shall not relieve the
Company from any other obligation or Liability that it may have to any
Indemnified Party otherwise than under this Article IX and (ii) if the Company
acknowledges in writing its obligation to indemnify the Indemnified Party
hereunder against any Losses that may result from such Third Party Claim, then
the Company shall be entitled to assume and control the defense of such Third
Party Claim at its expense and through counsel of its choice if it gives notice
of its intention to do so to the Indemnified Party within five days of the
receipt of such notice from the Indemnified Party, provided, however, that if
there exists or is reasonably likely to exist a conflict of interest that would
make it inappropriate in the

judgment of the Indemnified Party, in its sole and absolute discretion, for the
same counsel to represent both the Indemnified Party and the Company, then the
Indemnified Party shall be entitled to retain its own counsel, in each
jurisdiction for which the Indemnified Party determines counsel is required, at
the expense of the Company. In the event the Company exercises the right to
undertake any such defense against any such Third Party Claim as provided above,
the Indemnified Party shall cooperate with the Company in such defense and make
available to the Company, at the Company's expense, all witnesses, pertinent
records, materials and information in the Indemnified Party's possession or
under the Indemnified Party's control relating thereto as is reasonably required
by the Company. Similarly, in the event the Indemnified Party is, directly or
indirectly, conducting the defense against any such Third Party Claim, the
Company shall cooperate with the Indemnified Party in such defense and make
available to the Indemnified Party, at the Company's expense, all such
witnesses, records, materials and information in the Company's possession or
under the Company's control relating thereto as is reasonably required by the
Indemnified Party. No such Third Party Claim may be settled by the Company
without the prior written consent of the Indemnified Party.

(c) Purchaser Loss as to any matter arising under clauses (i)
through (x) of Section 9.02(a) shall be conclusively measured by the Loss to the
Company, Xxxxx or the other Subsidiary incurring such Loss multiplied by the
percentage interest of the Purchaser in the Preferred Stock Series A of the
Company at Closing, except that, in the event of a Loss arising out of the
Acquisition of Xxxxx, for which there is not a full indemnification to the
Company by X.X. Xxxxx, the Loss shall be 100% of such claim, and in the event of
a failure by the Company to issue sufficient shares of Common Stock to the
Purchaser, the Loss shall be 100% of such claim which may be settled in the sole
and absolute discretion of the Purchaser in the form of issuance of additional
shares of Common Stock to the Purchaser by the Company.

SECTION 9.03. Indemnification by the Purchaser. The Company, and its
Affiliates, officers, directors, employees, agents, successors and assigns,
shall be indemnified and held harmless by the Purchaser for any and all
Liabilities, losses, damages, claims, costs and expenses, interest, awards,
judgments and penalties (including, without limitation, legal costs and
expenses) actually suffered or incurred by them (hereinafter, a "Company Loss"
and, together with a Purchaser Loss, a "Loss"), arising out of or resulting
from:

(a) the breach of any representation or warranty made by the
Purchaser contained herein or in any document delivered by the Purchaser
hereunder at the Closing; or

(b) the breach of any covenant or agreement by the Purchaser
contained herein.

SECTION 9.04. Materiality. Notwithstanding anything in this
Agreement to the contrary, for purposes of application of the indemnity
provisions of this Article IX, the amount of any Purchaser Loss or Company Loss
arising from the breach of such representation, warranty, covenant or agreement
shall be the entire amount of any such Loss actually incurred by the respective
indemnitee as a result of such breach and not just that portion of such Loss
that exceeds the relevant level of materiality.

SECTION 9.05. Time Period; Dollar Threshold. (a) The indemnification
obligations of the Company and the Purchaser under this Article IX shall
continue for the same period of survival specified in Section 9.01 for each such
representation and warranty and shall terminate with the expiration of the
applicable survival period for each such representation, warranty and covenant.
Any claim or demand against the Company or the Purchaser which is pending or
asserted at or prior to the expiration of any survival period may continue to be
asserted and indemnified against.

(b) Neither the Company nor the Purchaser shall be entitled to
indemnification under this Article IX unless and until the aggregate amount of
the claims against the other party exceeds $500,000. If the aggregate amount of
such claims against either party exceeds $750,000, then that party may claim
indemnification for the entire aggregate amount of such claims. Notwithstanding
the foregoing, the dollar limitations contained in this Section 9.05(b) shall
not apply to the claims for indemnity covered by Section 9.02(a)(x).

(c) Notwithstanding anything to the contrary contained in this
Agreement, the maximum amount of indemnifiable Losses which may be recovered
from the Company arising out of or resulting from the causes enumerated in
Section 9.02(a) shall be $5,000,000. Notwithstanding the foregoing, the dollar
limitations contained in this Section 9.05(c) shall not apply to any claims for
indemnity covered by Section 9.02(a)(x).

(d) Notwithstanding anything to the contrary contained in this
Agreement, any claim for Indemnifiable Losses which may be recovered from the
Company arising out or resulting from the failure of the Company to issue to the
Purchaser sufficient shares of Common Stock shall not be subject to the dollar
limitations contained in Section 9.05(b) and (c).

SECTION 9.06. Notice and Defense. Each party shall within 90 days of
learning of any asserted liability or damage claimed to give rise to
indemnification hereunder notify the party obligated to indemnify it hereof in
writing provided, however, that the failure of the indemnified party to so
notify the indemnifying party shall not relieve the indemnifying party of its
obligations hereunder unless, and only to the extent that, such failure to
notify prejudices the indemnifying party. Thereafter, the indemnifying party
shall have, at its election, the right to compromise or defend any such matter
at its sole cost and

expense through counsel chosen by it. If the indemnifying party so undertakes to
compromise and defend, the indemnifying party shall notify the other party of
its intention to do so. If the indemnifying party fails to defend such matter
diligently, the indemnified party may assume control of the defense of such
matter. Each party agrees in all cases to cooperate with the defending party and
its counsel in the compromise of or defending of any such liabilities or claims.
The defending party and the nondefending party may be represented by the same
counsel unless such representation would be inappropriate due to actual or
potential differing interests between them. In addition, the nondefending party
shall at all times be entitled to monitor such defense through the appointment
of counsel of its own choosing, at it own cost and expense.

ARTICLE X

AMENDMENT AND WAIVER

SECTION 10.01. Amendment. This Agreement may not be amended except
by an instrument in writing signed by the parties hereto.

SECTION 10.02. Waiver. Either party hereto may (a) extend the time
for the performance of any of the obligations or other acts of the other party
hereto, (b) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto and (c) waive
compliance with any of the agreements or conditions contained herein. Any such
extension or waiver shall be valid if set forth in an instrument in writing
signed by the party to be bound thereby. The failure of either party to assert
any of its rights hereunder shall not constitute a waiver of any such rights.

ARTICLE XI

GENERAL PROVISIONS

SECTION 11.01. Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly given upon receipt) by delivery in person, by cable,
telecopy, telegram or telex or by registered or certified mail (postage prepaid,
return receipt requested) to the respective parties at the following addresses
(or at such other address for a party as shall be specified by like notice):

(a) if to the Purchaser:

Wasteco Ventures Limited
Citco Building, Wickhams Cay
X.X. Xxx 000
Xxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx

with copies to:

Wafra Investment Advisory Group Inc.
0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxx X. Xxxx
Fax: (000) 000-0000
Telephone: (000) 000-0000

and

Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx Field, Esq.
Fax: (000) 000-0000
Telephone: (000) 000-0000

(b) if to the Company:

Compost America Holding Company, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Fax: (000) 000-0000
Telephone: (000) 000-0000

with a copy to:

Xxxxxxxxx Traurig
0000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Fax: (000) 000-0000
Telephone: (000) 000-0000

SECTION 11.02. Entire Agreement; Assignment. This Agreement
constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior agreements and undertakings, both written
and oral, between the parties with respect to the subject matter hereof,
including the Letter of Intent dated August 15, 1997 between Wafra Investment
Advisory Group, Inc. and the Company. This Agreement shall not be assigned by
operation of law or otherwise, except that the Purchaser may assign all or any
of its rights and obligations hereunder to an Affiliate without the consent of
the Company.

SECTION 11.03. Parties in Interest. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
Person any rights, benefits or remedies of any nature whatsoever under or by
reason of this Agreement.

SECTION 11.04. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York.

SECTION 11.05. Jurisdiction, Etc. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York state court or federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in any such
New York state court or, to the extent permitted by law, in such federal court.
Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that any party may otherwise have to bring any
action or proceeding relating to this Agreement in the courts of any
jurisdiction.

(b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any such
New York state court or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

SECTION 11.06. Headings. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.

SECTION 11.07. Counterparts. This Agreement may be executed in one
or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by
telecopier shall be as effective as delivery of a manually executed counterpart
of this Agreement.

SECTION 11.08. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any of the provisions of this
Agreement were not to be performed in accordance with the terms hereof and that
the parties shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or equity.

SECTION 11.09. Expenses. Except as otherwise specified in this
Agreement, all costs and expenses, including, without limitation, fees and
disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses whether or not the Closing
shall have occurred.

IN WITNESS WHEREOF, the Purchaser and the Company have each caused
this Agreement to be executed by its duly authorized officer as of the date
first written above.

COMPOST AMERICA HOLDING COMPANY, INC.

By:
---------------------------------------
Title:

WASTECO VENTURES LIMITED

By:
---------------------------------------
Title:

EXHIBIT A

Certificate of Designation of Preferred Stocks

EXHIBIT B

Opinion of Xxxxxxxxx Xxxxxxx

EXHIBIT C

Registration Rights Agreement

EXHIBIT D

Officer's Certificate of the Company

COMPOST AMERICA HOLDING COMPANY, INC.

Officer's Certificate

I, Xxxxx X. Xxxxxx, President, Chief Executive Officer and Treasurer
of Compost America Holding Company, Inc., a New Jersey corporation (the
"Company"), hereby certify after due inquiry, that:

1. The representations and warranties of the Company in the Stock
Purchase Agreement, dated as of November 3, 1997 (the "Stock Purchase
Agreement"), between the Company and Wasteco Ventures Limited, a
corporation organized under the laws of the British Virgin Islands, are
true and correct as of the date hereof in all material respects.

2. The Company has complied, in all material respects, with all of
the agreements to be complied with by the Company pursuant to the Stock
Purchase Agreement at or prior to the date hereof.

IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day
of November, 1997.

----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President, Chief Executive
Officer and Treasurer

EXHIBIT E

Officer's Certificate of the Purchaser

WASTECO VENTURES LIMITED

Officer's Certificate

I, Xxxx X. Xxxx, attorney-in-fact of Wasteco Ventures Limited, a
corporation organized in the British Virgin Islands (the "Purchaser"), hereby
certify after due inquiry, that:

1. The representations and warranties of the Purchaser in the Stock
Purchase Agreement, dated as of November 3, 1997 (the "Stock Purchase
Agreement"), between the Purchaser and Compost America Holding Company,
Inc., a New Jersey corporation, are true and correct as of the date hereof
in all material respects.

2. The Purchaser has complied, in all material respects, with all of
the agreements to be complied with by the Purchaser pursuant to the Stock
Purchase Agreement at or prior to the date hereof.

IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day
of November, 1997.

----------------------------------------
Name: Xxxx X. Xxxx
Title: Attorney-in-fact

EXHIBIT F

The Xxxxx Agreements

EXHIBIT G

New York City Contract Opinion

Schedule 3.01(a)
List of Subsidiaries and Affiliates

1. Compost America Technologies, Inc.

2. Compost America Company of New Jersey, Ltd.

3. Garden Life Sales Company, Inc.

4. Philadelphia Recycling & Composting Company, Inc.

5. Chicago Recycling and Composting Company, Inc.

6. Miami Recycling & Composting Company, Inc. owned 80.1% by the Company and
19.9% by Xxxxxx Xxxxxx

7. Monmouth Recycling & Composting Co., Inc.

8. Gloucester Recycling and Composting Company, Inc.

9. Bedminster Seacor Services Miami Corporation

10. American Soil, Inc.

11. Newark Recycling & Composting Co., Inc. - Owned 75% by the Company and 25%
Prince George's Contractors, Inc. d/b/a Potomac Technologies.

12. American Bio-Ag Corporation- Owned by Newark Recycling & Composting, Inc.

See chart attached showing cash flows to the Company and breakdown of ownership
structure

Schedule 3.01(b)
Xxxxx Subsidiaries and Affiliates

NONE

Schedule 3.03(b)(1)
Options, Warrants, Rights, Agreements

1. Agreement with Berwyn Capital Corporation dated December 2, 1996.

Fee for arrangement of equity and debt includes options to buy up to
100,000 shares at $2.50 per share within 5 years from grant of options
based on raising $3,000,000 of equity or $5,000,000 of debt. Only 33,334
options have been issued as of October 31, 1997, together with piggyback
registration rights during the 5 years and "demand" registration rights at
end of 5 year period.

2. Consulting Agreement with Xxxxxx Xxxxx dated December 1, 1995, as amended
by First Amendment dated June 23, 1997. Provides for payment for services
rendered in shares of Company stock. Additional compensation at the rate
of $120 per hour paid in unregistered common stock for service in excess
of basic service of 40 hours per month.

3. Lock-up Agreement with Xxxxxxx Xxxxx, as Trustee, dated October 1, 1996.

Lock up of 100,000 shares of common stock of the Company. Consideration
for the lock-up can be up to 50,000 additional shares.

4. Xxxxx Trading Corp. Subscription Agreements

a. August 1997 First Agreement sells, for $500,000, 250,000
shares of CAHC common stock and options to purchase 100,000
shares of CAHC common stock at $2.00 per share through July
31, 2002

b. September 1997 First Agreement sells, for $500,000, 250,000
shares of CAHC common stock and options to purchase 100,000
shares of CAHC common stock at $2.00 per share through July
31, 2002

c. August 5, 1997 Letter Agreement granting Xxxxx Trading the
right to do this two more times

5. Xxxx X. Xxxxxxxxxx, Esq. Consulting Agreement

a. May 21, 1997 Agreement: add "at $1.50 per share" after
"common stock".

NOTE: Paragraph 7 grants options to purchase 40,000
unregistered shares of common stock through June 30,
2000

b. June 12, 1997 Letter Agreement committing not to accept
Xxxxxxxx Xxxxxxxx arranged financing until Gottbetter
compensation (in cash and options) has been paid

c. Letter Agreement dated November 2, 1997 replacing June 12,
1997 Letter Agreement

6. Convertible Note with Xxxxx Xxxxxxx dated October 9, 1996 and options as
per letter dated May 19, 1997.

$50,000 6-month Note at 10% interest maturing April 9, 1997. Coversion at
maturity at $3.00 principal amount for one share of unregistered common
stock.

Boltuch's letter dated May 19, 1997 states he was granted option to
purchase 7500 shares of registered stock at $2.00 per share and 2500
additional shares for granting extension

7. Lock-up of Insiders Shares Agreements dated September, 1996 through
October, 1996

8. a. Convertible Note with Brokerage Services Management, Inc. dated October
15, 1996. $53,000 2-month Note at 10% maturing December 15, 1996.
Conversion at maturity at $3.00 principal amount for one share of
unregistered common stock.

b. Convertible Note with Brokerage Services Management dated 12/15/1996.
$41,000 2-month Note at 10% maturing February 15, 1997. Conversion at
maturity at $3.00 for one share of unregistered common stock.

9. Option Agreement with Berwyn Capital Investments dated November 24, 1996.

Fee for arrangement of equity and debt includes options to buy 100,000
shares at $2.50 per share within 5 years from grant of options based on
raising $3,000,000 of equity or $5,000,000 of debt. Only 33,334 options
have been issued as of October 31, 1997, together with tag-along
registration rights during the 5 years and "demand" registration rights at
end of 5 year period.

10. a. Convertible 8.0% Note with Xx. Xxxx Xxxxxxxxxx dated March 26, 1997.
Option to purchase 25,000 shares @ $2.00 March 31,2000 expiration.
Conversion Option: Convert Note and Interest into 12,500 shares @ $2.00

b. Convertible 8% Note w/ Xxxx X. Xxxxxx

Option to purchase 50,000 shares @ $2.00 March 31,2000 expiration.

Conversion Option: Convert Note and Interest into 12,500 shares @
$2.00

c. Convertible 10% Note w/ Xxxx Xxxxxx.

Option to purchase 50,000 shares @$2.00, March 31, 2002 expiration

Conversion Option: Convert Note and Interest into 12,500 shares @
$2.00

11. Option 10.0% Note with Xxxxxx X. Xxxxxx.

Option to purchase 100,000 shares @ $2.00, March 31, 2002 expiration

Conversion Option: Convert Note & Interest into 25,000 shares @ $2.00

12. Second Amendment to Stock Purchase Agreement between the Company, Xxxxxx
X. Xxxxx, Xx. And American Soil, Inc. dated October 2, 1996 whereby the
Company purchased from Young all of American Soil stock and issued to
Young 100,000 shares of restricted common stock of the Company.

13. Subscription Documents of Xxxxxx X. Xxxxx dated May 14, 1997. Includes
$22,500 one-year note at 9% convertible into common shares at $2.50 per
share

$22,500 Note at 9% maturing earlier of one year from issue date or first
closing of municipal bond financing for any of the Company's composting
facilities.

14. Subscription Documents of Xxxxx X. Xxxxxxx Trust dated June 1, 1997.
Includes $22,500 9% one-year note at 9% convertible into common shares at
$2.50 per share

$22,500 Note at 9% maturing earlier of one year from issue date or first
closing of municipal bond financing for any of the Company's composting
facilities.

15. Subscription Documents of Xxxxxxx X. Xxxxx dated June 1, 1997. Includes
$22,500 one-year note at 9% convertible into common shares at $2.50 per
share

$22,500 Note at 9% maturing earlier of one year from issue date or first
closing of municipal bond financing for any of the Company's composting
facilities.

16. Letter Agreements with Xxxxx X. Xxxxxxx extending expiration date of
warrants to purchase 150,000 common shares at $1.17 per share through
February 15, 2000

17. Consulting Agreement dated May 21, 1997 with J. Xxxx Xxxxxx. NOTE:
Paragraph 7 grants rights to receive certain options.

Fee include 5,000 shares of every 100,000 shares of Class A Preferred
issued and options for 150,000 unregistered common shares for $2.00 per
share until June 30, 2001.

18. Xxxx Xxxxxx Documents

x. Xxxxxx Settlement Agreement dated February 9, 1997

NOTE: Paragraph 1 grants Xxxxxx option to purchase 25,000 common
shares at $2.50 per share through February 9, 2000.

x. Xxxxxx Lock-Up Agreement

19. Consulting Agreement with Xxxx Xxxxxxx. NOTE: Paragraph 14 grants options
to purchase 200,000 shares at $2.50 per share through May 2001, with
cashless exercise, demand and piggyback registration rights the same as
Xxxxx X. Xxxxxx.

20. Consulting Agreement with Xxxxxxx X. Xxxxxxx dated June 1, 1997. Paragraph
5 grants Benages options to purchase 50,000 shares at $2.00 per share
through December 31, 2001.

21. Consulting Agreement with Xxxxx Xxxxx dated June 24, 1996 Paragraph 7
grants

25,000 shares of common stock with options for 100,000 shares at $2.00,
50,000 shares at $5.00 and 50,000 shares at $9.00, all expiring June 30,
2001.

22. Consulting Agreement with Xxxxxxxx, Xxxxxxxx & Co. dated June 30, 1997,
which grants options if Xxxxxxxx, Xxxxxxxx finds Wafra or other financing
or Xxxxx Xxxxxxxx joins the Board of the Company

Paragraph 3b) grants fees ranging from 0.375% to 2.5% plus from 1,790 to
9,620 options for each $250,000 of financing. The options are for $2.00
per share and for 5 years.

Paragraph 3d): If G. Xxxxx Xxxxxxxx joins Company's board, AW will receive
5-year options of $3.00 per share for 300,000 shares of common stock.

23. Consulting Agreement with Xxxxx Xxxxxx Peppet dated January 23, 1997

Fee include warrants to acquire common stock at same price as private
placement exercisable within 5 years from date of issuance. Warrants for
100,000 shares at $2.50. Also, other possible warrants if more than one
closing.

24. $2,000,000 Note to Xxxx X. Xxxxxx or designee convertible into 800,000
shares of Series B Preferred Stock

25. Class B Preferred Stock Agreement for 1,000 shares with Xxxx Xxxxxxx dated
September 13, 1997 convertible into 1,000 shares of common stock

26. Lionhart Investments Limited Subscription Agreement for 400,000 Shares of
Series B Preferred Stock (convertible into 400,000 shares of common stock)
(Not executed but was funded and shares were issued)

27. Employment Agreement with Xxxxxx X. Xxxxx (undated)

NOTE: Paragraph 6 permits Xxxxx to be paid in cash or unregistered
common shares of the Company Paragraph 7 grants Xxxxx "piggyback"
registration rights. Compensation include options at $1.00 per share
for a total of 1,500,000 shares of unregistered common stock:
500,000 vest at execution, 200,000 thereafter each year on September
15 until 2002. All options expire on September 16, 2002. Xxxxx'x
bonus may be paid in cash or stock.

28. Employment Agreement with Xxxxx Xxxxx (undated)

NOTE: Paragraph 7 grants options to purchase 300,000 shares of the
Company's common stock at $1.00 per share through September 15, 2002

29. Employment Agreement with Xxx Xxxxxxxxx dated July 31, 1997

NOTE: Paragraph 7 grants options to purchase 300,000 shares of the
Company's common stock at $1.00 per share through September 15, 2002
(options vest 50,000 upon execution and 50,000 on September 15th of
each calendar year)

30. First Amendment to Employment Agreement with Xxxxx X. Xxxxxx dated May 1,
1997

NOTE: Paragraph 4.3 allows Xxxxxx to take bonus in cash or stock.
Paragraph 7 grants options to purchase 1,000,000 shares at $1.50 per
share through July 11, 2007. Paragraph 7.1 allows "cashless
exercise:. Paragraph 7.3 grants "demand" and "piggyback"
registration rights. Paragraph 7 grants options at $2.50 per share
for 1,000,000 shares of unregistered common stock until August 1,
2004.

31. Lionhart Investments Limited - $1,000,000 Convertible Debenture

a. Debentures Purchase Agreement

b. First Amendment to Debentures Purchase Agreement dated November 27,
1996

c. Series 1 of 10 $100,000 Convertible Debentures (there are 9 others
identical) dated November 27, 1996

d. May 20, 1997 Notice of Conversion of $200,000 of Debentures - Shares
Issued September 8, 1997 Notice of Conversion of $200,000 of
debentures - Shares Not Yet Issued. NOTE: Remaining $600,000 of
Notes have conversion rights into registered shares as per formula
in Debenture

32. Xxxxxx Xxxxx Certificate for 75,000 warrants to purchase 75,000 common
shares at $1.17 per share through February 15, 2000

33. Intentionally Omitted.

34. Consulting Agreement with Canterbury Company dated July 9, 1997

160,000 shares of restricted common stock issued to Cantebury as
additional compensation.

35. Warrants issued to Xxxxxx X. Xxxxx III for 75,000 shares at $1.17 per
share, expires February 15, 2000 as per letter from Xxxx Xxxxxxx dated
February 15, 1997

36. Consulting Agreement dated November 15, 1996 with Xxxx Xxxxx

NOTE: Paragraph 5 grants options to purchase 5,000 shares at $2.00 per
share through December 31, 2001.

37. Consulting Agreement dated November 15, 1996 with Xxxxxx Xxxx

NOTE: Paragraph 5 grants options to purchase 5,000 shares at $2.00 per
share through December 31, 2001.

38. Consulting Agreement dated November 15, 1996 with Xxxxx Xxxx

NOTE: Paragraph 5 grants options to purchase 5,000 shares at $2.00 per
share through December 31, 2001.

39. Consulting Agreement dated November 15, 1996 with Xxxxx Xxxxxx

NOTE: Paragraph 5 grants options to purchase 5,000 shares at $2.00 per
share through December 31, 2001.

40. Consulting Agreement dated November 15, 1996 with Xxxxxxx Xxxxxx, Xx.

NOTE: Paragraph 5 grants options to purchase 5,000 shares at $2.00 per
share through December 31, 2001.

41. Consulting Agreement dated November 15, 1996 with Xxxxxxx Xxxxxxxx

NOTE: Paragraph 5 grants options to purchase 5,000 shares at $2.00 per
share through December 31, 2001.

42. Consulting Agreement dated November 15, 1996 with Xxxxxxx Xxxxxx

NOTE: Paragraph 5 grants options to purchase 5,000 shares at $2.00 per
share through December 31, 2001.

43. Consulting Agreement with Xxxxxxx Xxxxxx dated November 15, 1996 granting
options to purchase 5,000 shares at $2.00 per share through December 31,
2001

44. Consulting Agreement dated April 17, 1997 with Antonio Junior

NOTE: Paragraph 5 grants options to purchase 5,000 shares at $2.00 per
share for two years after closing of financing for Miami Project.

45. Consulting Agreement dated May 2, 1997 with Xxxxx Xxxx Xxxxx

NOTE: Paragraph 5 agrees to issue 50,000 unregistered common shares upon
closing of financing for Miami Project. (PENDING AGREEMENT)

46. Consulting Agreement dated May 2, 1997 with Xxxxxx Xxxxxxxxxx

NOTE: Paragraph 5 agrees to issue 50,000 unregistered common shares upon
closing of financing for Miami Project.(PENDING AGREEMENT)

47. Consulting Agreement dated September 15, 1996 with Milian Xxxxx &
Associates, Inc.

NOTE: Paragraph 7 provides for the issuance of 25,000 unregistered shares
upon commercial startup of Miami Project, and 25,000 additional
unregistered shares upon the commercial startup of any other Florida
composting facility.

48. Employment Agreement dated September 1, 1996 with Xxxxx X. Xxxxxx

NOTE: Paragraph 7 grants options to purchase 100,000 shares at $2.00 per
share through September 15, 2002. Paragraph 5 grants options to purchase
50,000 shares at $2.00 per share and 50,000 shares at $4.00 per share
through December 31, 2001.

49. Employment Agreement dated July, 1997 with Xxxxxx X. Xxxxxxx

NOTE:Paragraph 7 contemplates the granting of stock options. Paragraph 5
grants options to purchase 10,000 shares at $2.00 per share and 10,000
shares at $4.00 per share through December 31, 2001.

50. Settlement Agreement with Xxxxxx, Van Denbergh & Xxxxxxx ("EVT") dated
July 31, 1996

NOTE: Paragraph 4 grants the Company an option to purchase 500,000 shares
owned by EVT at $4.00 per share through October 31, 1997.

51. Consulting Agreement with Xxxxxx Xxxxx dated October 2, 1996

NOTE:Paragraph 7 provides for the issuance of shares under certain
circumstances. Registration Rights Agreement dated October 8, 1996 gives
Young demand registration rights for 150,000 shares of common stock and
50,000 shares of common stock.

52. Agreement dated May 31, 1996 between Miami Recycling and Dade County
Bioconversion Corp.

NOTE: Paragraph 3 provides for the issuance of 25,000 shares upon the
financial closing of the Miami Project

53. Consulting Agreement dated February 21, 1997 with Xxxxx Xxxxxx

NOTE:Paragraph 5 provides for the payment of 200,000 shares. Paragraph 5
grants options for 500,000 shares at $2.00 per share until December 31,
2007. Upon financial closing of North Dade County facility and each
additional facility: 100,000 additional shares at $2.00 per share. Upon
commencement of operation at the North Dade facility, the company will
grant options to purchase 75,000 shares @ $2.00 per share.

54. Consulting Agreement dated September 7, 1996 with Xxxxxx X. Xxxxx III

NOTE:Paragraph 5 grants options to purchase 50,000 shares at $2.00 per
share through December 31, 2001 and 50,000 shares at $3.00 per share
through December 31, 2001.

55. Consulting Agreement among CAHC, Miami Recycling, Bedminster Seacor
Services Miami and Compost Consultants Company dated August 28, 1996

NOTE: Paragraph 5 grants 100,000 common shares upon closing of financing
for the Miami Project

56. Agreement with Xxxxxxxxx Xxxxx dated February 22, 1995 granting option
rights to purchase 15% ownership interest in the Miami facility.

57. Consulting Agreement with Xxxxxxx Xxxxxx, Xxxxxx Xxxx and Xxxxx Xxxx
dated May 31, 1996 Compensation include 1,752 shares of unregistered
common stock per month.

58. Consulting Agreement with Xxxxxxx Xxxxx dated September 15, 1996

Compensation include 18,000 shares of common stock.

59. Consulting Agreement with Xxxxxxx Xxxxxx dated March 25, 1997

Compensation include 35,000 unregistered shares of common stock upon the
closing of the Miami bond allocation.

60. Letter Agreement with Xxxxxxxx, Xxxxxxxx & Co. dated August 6, 1997
regarding option rights with respect to G.E. Capital financing. Placement
fee include 5-year options for 100,000 shares at $2.00 per share.

61. Consulting Agreement s with Xxxxxxx Xxxxxxxx dated March 1, 1995 and

October 2, 1996. Compensation include a total of 18,000 shares of
unrestricted common stock and total additional bonuses of up to 25,000
shares of such common stock.

Schedule 3.03(b)(2)
Xxxxx Options, Warrants, Rights, Agreements

EPIC Option referred to in the Agreement

Schedule 3.03(b)(3)
Options, Warrants, Rights, Agreements for Subsidiaries

Consulting Agreement between Miami Recycling & Composting, Inc. with Dade County
Bioconversion Corporation dated May 31, 1996

Consulting Agreement with Xxxxxxx Xxxxxx, Ereleo Xxxx and Xxxxx Xxxx dated May
31, 1996

Xxxxxx Xxxxx certificate for 75,000 warrants to purchase 75,000 common shares at
$1.17 per share through February 15, 2000.

Consulting Agreement among CAHC, Miami Recycling, Bedminster Seacor Services
Miami and Compost Consultants Company dated August 28, 1996
NOTE: Paragraph 5 grants 100,000 common shares upon closing of financing for the
Miami Project

Agreement with Xxxxxxxxx Xxxxx dated February 22, 1995 granting option rights to
purchase 15% ownership interest in the Miami facility

Registration Rights Agreement attached hereto as Exhibit C

Schedule 3.03(b)(4)
Encumbrances on Shares of Stock

None

Schedule 3.03(c)
Registration Rights for Company, Xxxxx Shares

Convertible Notes dated April 7, 1997, options with registration rights in favor
of Xxxxxx Xxxxxx in the principal amount of $50,000

Consulting Agreement with Xxxx Xxxxxxx. NOTE: Paragraph 14 grants options to
purchase 200,000 shares at $2.50 per share through May 2001, with cashless
exercise, demand and piggyback registration rights the same as Xxxxx X. Xxxxxx

First Amendment to Employment Agreement with Xxxxx X. Xxxxxx dated May 1, 1997
NOTE: Paragraph 4.3 allows Xxxxxx to take bonus in cash or stock. Paragraph 7
grants options to purchase 1,000,000 shares at $1.50 per share through July 11,
2007. Paragraph 7.1 allows cashless exercise. Paragraph 7.3 grants demand and
piggyback registration rights.

Consulting Agreement with Xxxxxx Xxxxx dated October 2, 1996

NOTE: Paragraph 7 provides for the issuance of shares under certain
circumstances. Registration Rights Agreement dated October 8, 1996 gives Young
demand registration rights for 150,000 shares of common stock and 50,000 shares
of common stock

Convertible Note dated April 30, 1997 and options in favor of Xxxx X. Xxxxxx

Convertible Note dated April 30, 1997 and options in favor of Xxxxxx Xxxxxx

Convertible Note dated April 30, 1997 and options in favor of Xx. Xxxx
Xxxxxxxxxx

Options contained in Consulting Agreement with Xxxxxxxx, Xxxxxxxx and Co. dated
June 30, 1997

Employment Agreement with Xxxxxx X. Xxxxx

Lionhart Investments Limited $1,000,000 Debenture convertible into registered
common shares

Registration Rights Agreement attached hereto as Exhibit C

Schedule 3.03(d)
Names and Addresses of Shareholders With Greater than 5% Interest
and Number of Shares Owned,

ALL CALCULATIONS CURRENT AS OF 9/30/97

Nominee
CEDE & Co
X.X. Xxx 00
Xxxxxxx Xxxxx Xxxxxxx
Xxx Xxxx, XX 2,725,691
--------------------------------------------------------------------------------

Xxxx X. Xxxxxx 2,528,612 2,648,612
000 Xxxxxxxx Xxxx
Xxxx Xxxx, XX 00000

Xxxx X. Xxxxxx Custodian
Xxxx Xxxxxxxx Xxxxxx
Under the PA Uniform Transfers to Minors Act 10,000
000 Xxxxxxxx Xxxx
Xxxx Xxxx, XX 00000-0000

Xxxx X. Xxxxxx Custodian
Xxxxxxxxx Xxxxxxxxx Xxxxxx
Under the PA Uniform Transfers to Minors Act 10,000
000 Xxxxxxxx Xxxx
Xxxx Xxxx, XX 00000-0000

Xxxxxxx X. Xxxxxx 100,000
000 Xxxxxxxx Xxxx
Xxxx Xxxx, XX 00000-0000
(1)

*Xxxxxxxxx Xxxxxx Xxxxxxx, Custodian
Xxxxxxxxxxx Xxxxxx Xxxxxx
Xxxxxxx under the MN Uniform Transfers to
Minors Act 10,000
0000 Xxxxxxxx Xxxx
Xx. Xxxx, XX 00000-0000

*Xxxxxxxxx Xxxxxx Xxxxxxx 21,000
0000 Xxxxxxxx Xxxx
Xx. Xxxx, XX 00000-0000

*Xxxxxxxx X. Xxxxxx Custodian
Xxxx Xxxxxx Fetter
Under the MD Uniform Transfers to Minors Act 10,000
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000

----------
(1) Remainder of Fetter family controlled by Xxxx X. Xxxxxx.

*Xxxx X. Xxxxxx 15,000
000 Xxxxxxxxxx Xxxx, X-000
Xxxxxxx Xxxxxx, XX 00000-0000

*Xxxxxx X. Xxxxxx 310,000

*Xxxxxxxx X. Xxxxxx
Tr UA Dec. 22, 1992
Xxxxxxxx X. Xxxxxx 60,000
0000 Xxxx Xxxx
Xxxxxxxxx, XX 00000-0000

*Xxxxxxxx X. Xxxxxx 10,000
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000

*Xxxxxxxx X. Xxxxxx Custodian
Xxxxxxxx Xxxxxx Xxxxxx, XX Under
the MD Uniform Transfers to Minors Act 10,000
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000

*The S W and X X Xxxxxx
Grandchildren Trust 30,000
Xxxxx X. May Trustee
X.X. Xxx 000
Xxxx Xxxx, XX 00000-0000

*Xxxxx X. Xxxxxx Trust UA Dec 22, 1992
Xxxxx X. Xxxxxx Trust 10,000
0000 Xxxx Xxxx
Xxxxxxxxx, Xx 00000-0000

*
Xxxxx X. Xxxxxx 2,333,509 2,439,509
0000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000

Xxxxxxxxx X. Xxxxxx 100,000
0000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000

Xxxxxxx Xxxxxx 6,000
000 Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000-0000

(2)
Xxxxxx X. Xxxxxxxx 807,500 1,499,929
00 Xxxxxxxxx Xxxx
Xxxxx Xxxxxx Xxxxx, XX 00000

----------
* Remainder of Xxxxxx family which are not controlled by Xxxx X. Xxxxxx.
(2) Shares controlled by Xxxxx Xxxxxx.

Xxxxxx Xxxxxxxx 150,000
00 Xxxxxxxxx Xxxx
Xxxxx Xxxxxx Xxxxx, XX 00000

Xxxxx Xxxxxxxx 150,000
00 Xxxxxxxxx Xxxx
Xxxxx Xxxxxx Xxxxx, XX 00000

Xxxx Xxxxxxxx 40,000
00 Xxxxxxxxx Xxxx
Xxxxx Xxxxxx Xxxxx, XX 00000

Xxxxxx Xxxxxxxx, Xx. 150,000
00 Xxxxxxxxx Xxxx
Xxxxx Xxxxxx Xxxxx, XX 00000

VRH Construction 202,429

(3)
Xxxxxx X. Xxxxxxxx, Xx. 817,500 1,419,929
00 Xxxx Xxxx Xxxx
Xxxxx Xxxxxx Xxxxx, XX 00000

Xxxxxx Xxxxxxxx, Xx. 200,000
00 Xxxx Xxxx Xxxx
Xxxxx Xxxxxx Xxxxx, XX 00000

Xxxxx Xxx Xxxxxx 200,000
00 Xxxx Xxxx Xxxx
Xxxxx Xxxxxx Xxxxx, XX 00000

VRH Construction 202,429
(4)

Ownership of Xxxxx
Pre-closing 50% owned by Xxxxxx X. Xxxxx,
50% owned by The Xxxxxx X. And Xxxxxx Xxxxx Charitable Trust.

----------
(3) VRH Construction Company has a total number of 404,858 shares and is
controlled 50-50 by Xxxxxx and Xxxxxx Xxxxxxxx.
(4) VRH Construction Company has a total number of 404,858 shares and is
controlled 50-50 by Xxxxxx and Xxxxxx Xxxxxxxx.

Schedule 3.03(e)

Xxxxxx Xxxxx is employed by EMAR Group, Inc. Which provides insurance services
to Xxxxx.

Schedule 3.03(f)
Description of Terms and Conditions of Preferred Stock Series B

See Amendment to Certificate of Incorporation authorizing Series B Preferred
Stock dated June 13, 1997 and filed June 13, 1997 with the Secretary of State of
New Jersey.

Schedule 3.05(a)
Conflicts by Performance of Agreement

Waiver and consent by Charter Financial, Inc.

Schedule 3.05(b)
Consents, Approvals, Filings Required

None

Schedule 3.07
Violations of Laws, Rules, Orders by Company, Xxxxx, or Subsidiaries

None

Schedule 3.08
Liabilities not Listed in SEC Reports that
are Material to the Company or Subsidiaries

See items shown on Schedule 3.11

Demand for taxes payable by American Soil, Inc. delivered to Purchaser.

Failure to properly identify the number and names of Directors of the Company in
SEC filings, including Xxxx Xxxxxx and Xxxxxx Xxxxxxxx

Schedule 3.09
Schedule of Indebtedness

1. Working capital loans from VRH Construction totaling $4,086,688, plus
accrued interest

Face Amt: $4,086,688
Int.: $ 885,219
Total: $4,971,907
Maturity: 12/31/98
Rate: 10%

2. Working capital loans from Select Acquisitions, Inc. totaling $78,060,
plus accrued interest

Face Amt: $78,060
Int.: $ 9,774
Total: $87,834
Maturity: 9/30/98
Rate: 10%

3. Working capital loan from Xxxxx Xxxxxx totaling $115,000, plus accrued
interest

Face Amt: $115,000
Int.: $ 14,399
Total: $129,399
Maturity: 9/30/98
Rate: 10%

4. Unsecured Demand Note payable to Xxxx X. Xxxxxx totaling $40,000, plus
accrued interest (delinquent). Unsecured Demand Note payable to Xxxx X.
Xxxxxx dated 7/1/96. $40,000 Note at 10% APR due at the earlier of (i) the
Company receiving cash deposit in the aggregate of $500,000 or (ii) the
XXX Xxxx closing for the Newark Project.

Foundation Systems, Inc.

Face Amt: $40,000
Int.: $ 5,008
Total: $45,008
Maturity: 9/30/98
Rate: 10%

5. Working capital loan payable to Xxxx Xxxxxx totaling $50,000, plus accrued
interest.

Face Amt: $50,000
Int.: $ 5,425
Total: $55,425
Maturity: 9/30/98
Rate: 10%

6. $3,730,870.75 Note payable to Xxxxxx Materials, Inc. dated March 29, 1996
and maturing April 1, 1998, secured by mortgage on Miami property. Note
payable to Xxxxxx Materials, Inc. dated March 29, 1996. . . . at 7%
interest rate.

Face Amt: $3,730,871
Int.: $ 444,736
Total: $4,175,607
Maturity: 4/1/98
Rate: 7%

7. Development Agreement Amendment 1 dated January 15, 1995 between the
Company and Teepak, Inc. reciting various loans from Teepak in the amounts
of $64,871.49 and $200,000 respectively

Face Amt: $264,871
Int.: $ 63,439
Total: $328,310
Maturity: 12/31/98
Rate: 10.50%

8. Revolving Line of Credit payable to Summit Bank, as extended by Agreement
dated October 15, 1997. Revolving Line of Credit payable to Summit Bank
extended as of 10/15/97. $100,000 line of credit. . .

Face Amt: $100,000
Int.: Paid Monthly
Total: $100,000
Maturity: 7/31/98
Rate: 9.50%

9. Working capital loan from Xxxx Xxxxxx maturing December 31, 1997
(delinquent)

Face Amt: $15,000
Int.: None
Total: $15,000
Maturity: 12/31/97
Rate: N/A

10. Working capital loan from Xxxxx Xxx maturing December 31, 1997
(delinquent)

Face Amt: $15,000
Int.: None
Total: $15,000
Maturity: 12/31/97
Rate: N/A

11. Convertible Note payable to Xxxxx Xxxxxxx dated October 9, 1996 in
original principal amount of $50,000 (paid but in dispute re: shares).
Convertible Note payable to Xxxxx Xxxxxxx dated 10/9/96. $50,000 6-month
Note at 10% maturing April 9, 1997 (paid but in dispute re: shares).

- Paid see documentation attached

12. Convertible Note payable to Brokerage Services Management, Inc. dated
October 15, 1996 in the original principal amount of $53,000, plus accrued
interest; current balance is $33,000, plus accrued interest (delinquent).
Convertible Note payable to Brokerage Services Management, Inc. dated
10/15/96. $53,000 2-month Note at 10% maturing December 15, 1996. . .

Face Amt: $33,000
Int.: $ 2,749
Total: $35,749
Maturity: 7/31/98
Rate: 10%

13. Management fees and expenses payable to Xxxxx Xxxxxx, Xxxx Xxxxxx and Xx
Xxxxxx representing accrued salaries in the following amounts: Xxxxx
Xxxxxx $419,750, Xx Xxxxxx $177,500 and Xxxx Xxxxxx $147,500.

14. Three (3) Convertible Notes to Xxxx Xxxxxx, Xx. Xxxx Xxxxxxxxxx and Xxxxxx
Xxxxxx dated April 30, 1997 in the original principal amount of $25,000
each (notes mature September 30, 1998)

Xxxx Xxxxxx Dr. Smallheiser Xxxxxx Xxxxxx
----------- --------------- -------------

Face Amt: $25,000 Face Amt: $25,000 Face Amt: $25,000
Int.: $ 1,466 Int.: $ 1,466 Int.: $ 1,466
Total: $26,466 Total: $26,466 Total: $26,466
Maturity: 9/30/98 Maturity: 9/30/98 Maturity: 9/30/98
Rate: 8% Rate: 8% Rate: 10%

14a. Convertible Note w/Xxxx Xxxxxxxxxx dated 3/26/1997. $25,000 Note at 8%
maturing October 30, 1998. Conversion at $2.00 for one common share until
maturity.

b. Convertible Note w/Xxxx X. Xxxxxx dated April __, 1997. $25,000 Note at
8% maturing September 30, 1998. Conversion at $2.00 for one common share
until maturity.

c. Convertible Note w/Xxxx Xxxxxx dated April __, 1997. $25,000 Note at
10% maturing September 30, 1998. Conversion at $2.00 for one common share
until maturity.

15. Note payable to Xxxxxx Xxxxxx dated April 7, 1997 in original principal
amount of $50,000 (matures September 30, 1998).

Convertible Note w/Xxxxxx X. Xxxxxx dated April 7, 1997.

$50,000 Note at 10% maturing September 30, 1998. Conversion at $2.00 for
one unregistered common share through March 31, 2002.

Face Amt: $50,000
Int.: $ 2,932
Total: $52,932
Maturity: 9/30/98
Rate: 10%

16. Monthly rent obligation of $100 payable under Lease between City of
Gloucester and Gloucester Recycling and Composting Company, Inc. dated
July 1, 1995 and expiring March 7, 1998.

Lease between City of Gloucester and Gloucester Recycling and Composting
Company, Inc. dated 6/1/95.

24-month lease with rent of $100 per month.

17. $132,500 owed to Xxxxxx X. Xxxxx pursuant to Consulting Agreement dated
October 2, 1996

Maturity: 8/1/97

o to be paid by check or 50,000 shares of unregistered common stock

18. $407,500 contingent liability owed to Bio-Services, Inc. dated October 2,
1996 pursuant to Asset Purchase Replacement Agreement; payable upon
completion of all permitting for an in vessel composting facility in
Monmouth County, New Jersey

19. Subscription Documents of Xxxxxx X. Xxxxx dated May 14, 1997. Includes
$22,500 9% one-year note convertible into common shares at $2.50 per
share.

Subscription agreement w/Xxxxxx X. Xxxxx dated 5/14/97 and Convertible
Note dated June 1, 1997. $22,500 Note at 9% maturing earlier of one year
from issue date or first closing of municipal bond financing for any of
the Company's composting facilities; convertible to common shares at $2.5
per share.

Face Amt: $22,500
Int.: $ 1,021
Total: $23,521
Maturity: 5/31/98
Rate: 9%

20. Subscription Documents of Xxxxx X. Xxxxxxx Trust. Includes $22,500 9%
one-year note dated 5/1/97 convertible into common shares at $2.50 per
share.

Subscription agreement w/Xxxxx X. Xxxxxxx dated 5/15/97 and Convertible
Note dated June 1, 1997.

$22,500 Note at % maturing earlier of one year from issue date or first
closing of municipal bond financing for any of the Company's composting
facilities; convertible to common shares at $2.5 per share.

Face Amt: $22,500
Int.: $ 1,021
Total: $23,521
Maturity: 5/31/98
Rate: 9%

21. Subscription Documents of Xxxxxxx X. Xxxxx. Includes $22,500 9% one-year
note dated 5/1/97 convertible into common shares at $2.50 per share.

Subscription agreement w/Xxxxxxx X. Xxxxx dated 6/11/97 and Convertible
Note dated June 1, 1997.

$22,500 Note at 9% maturing earlier of one year from issue date or first
closing of municipal bond financing for any of the Company's composting
facilities; convertible to common shares at $2.5 per share.

Face Amt: $22,500
Int.: $ 849
Total: $23,349
Maturity: 5/31/98
Rate: 9%

22. $400,000 Note payable to Xxxxxx, Van Denbergh & Xxxxxxx pursuant to
Settlement Agreement. Currently owed $100,000 matures March 15, 1998.

Note payable to Xxxxxx, Van Denbergh & Xxxxxxx dated 7/31/96.

$400,000 Note maturing April 1, 1998, secured by assets of Newark
Recycling and Composting Company, Inc., Monmouth Recycling and Composting
Company, Inc., and Miami Recycling and Composting Company, Inc.

23. Obligations under Doylestown lease

Court of Common Pleas/Bucks County, PA

Xxxxxx X. Xxxxxxxxxx vs. Compost America of New Jersey
Action No. 97004277-05
Judgment in Confession
Entered: 6/6/97
Amount: $18,240.31

24. $53,500 payable to Center Capital Corp. pursuant to equipment note dated
February 5, 1997 and maturing February 5, 2002

Face Amt: $53,500
Current balance: $49,455.66
Int. Rate: 11.875%
Maturity: 2/5/02

25. $202,995 payable to Concord Commercial pursuant to equipment note dated
April 9, 1997 maturing April 9, 2000

Equipment Note payable to Concord Commercial dated 4/9/97.

$202,995 Note at 8.95% maturing April 9, 2000.

Face Amt: $202,995
Current balance: $172,818.45
Int. Rate: 8.95%
Maturity: 4/9/00

26. $59,920 payable to General Electric Capital pursuant to equipment note
dated February 24, 1995 maturing February 23, 1999

Equipment Note payable to General Electric Capital dated 2/24/95.

$59,920 Note at 10.75% maturing February 23, 1999.

Face Amt: $59,920
Current balance: $24,205.80
Int. Rate: 10.75%
Maturity: 2/23/99

27. $88,507.08 ($76,750 plus $11,757.08 in interest) payable to Orix Credit
Alliance pursuant to equipment note dated July 18, 1996 maturing July 20,
1999

Face Amt: $76,750
Current balance: $49,460.46
Int. Rate: 9.50%
Maturity: 7/20/99

Schedule 3.10
Undisclosed Liabilities Since September 30, 1997

None

Schedule 3.11(a)
Changes Having Material Adverse Effect

None

Schedule 3.11(b)
Changes in Accounting Methods Since July 31, 1997
Failures to Maintain Property
Redemption of Company or Xxxxx Stock
Sales or Issuances of Stock
Insider Transactions
Capital Expenditures in Excess of $100,000
Additional Loans or Guarantees by Company or Xxxxx
Additional Encumbrances on Assets or Properties
Amendments to Bylaws or Certificate of Incorporation
Modifications to Material Contracts
Failures to Pay Creditors Amounts Due
Sales or Leases of Property or Assets

400,000 shares of Series B Preferred Stock issued to Xxxx X. Xxxxxx dated
September 9, 1997.

Amendments to By-laws and Certificate of Incorporation necessary to increase
number of Directors of the Company

First Mortgage and Security Agreement to Xxxx X. Xxxxxx entity dated _________,
1997 encumbering the Newark property (Pending)

Delinquent Notes referenced on Schedule 3.09 hereto.

400,000 shares of Series B Preferred Stock issued to Lionhart Investments, Ltd.
dated July 3, 1997.

1,000 shares of Series B Preferred Stock issued to Xxxx Xxxxxxx dated September
13, 1997.

*See attached Exhibit "A" Common Shares outstanding as of October 22, 1997

*See attached Exhibit "B" Series B Preferred Shares Outstanding as of October
22, 1997

Car leases listed on Schedule 3.14(a)

Summit Bank extension listed on Schedule 3.09

Aging and cash flow report dated October 28, 1997 provided to Purchaser.

Schedule 3.12 (a)
Employee Benefit Plans

Company

Compost America Corp.
Health Insurance Plan with the Principal Financial Group, Inc.
covers Xxxxx Xxxxxx, Xxxx Xxxx, Al Raltie, Xxxxxx Xxxxxxx, Xxxxx Xxxxx
Health Insurance Plan with Principal Financial Group, Inc.
Covers Xxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx and
Xxxxxxx Xxxxxx.

XXXXX

Xxxxx Puerto Rico, Inc.
Employee Health & Life Insurance Plan Document with East Core, Inc.
This plan covers X.X. Xxxxx Construction Co., Inc. employees
Standard Trust Agreement dated January 1, 1996 by and between Xxxxx Puerto Rico,
Inc. and Xxxxx X. Xxxxx, as Trustee.

Xxxxx Puerto Rico, Inc.
Flexible Benefit Plan
This plan covers X.X. Xxxxx Construction Co., Inc. employees

Pursuant to the Xxxxx Agreements, the Company must replace these plans prior to
closing the Xxxxx Acquisition.

Copies of all insurance plans for Xxxxx have been provided to Wasteco

Multiemployer Plans
Local 945
Local 542

Potential withdrawal liability of $7,000 under multiemployer plan

Schedule 3.12(b)
Separation, Severance or Termination Benefits Provided by Plans

None

Schedule 3.12(c)
Litigation Pending or Threatened with Respect to any Plan

None

Schedule 3.13(a)
List of Owned Real Property

Miami property owned by Miami Recycling and Composting, Inc. located in Medley,
Florida.

Newark property owned by Newark Recycling and Composting, Inc. located in
Newark, New Jersey

XXXXX

Texas Property known as Tract 0-X, Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxx Xxxxxx, Xxxxx

Schedule 3.13(b)
List of Leased Real Property

Lease for 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx between Company and VRH
Construction dated May 1, 1996

Lease dated July 1, 1995 between City of Gloucester and Gloucester Recycling and
Composting Company, Inc. for property located in Gloucester, New Jersey

Lease of office space located in Doylestown, New Jersey dated November 15, 1997,
as amended.

Lease of 10.462 acre parcel and 8.296 acre parcel located in Monmouth, New
Jersey

XXXXX

Lease dated February 25, 1991, as amended, between Consolidated Rail Corporation
and X.X. Xxxxx Construction Co., Inc. and located on 4.11 acres known as Brills
Yard, Newark, New Jersey (see schedule 4.01(c)(i) for document).

Oral Lease month-to-month lease between Trust f/b/o children of Xxxxxx X. Xxxxx,
as Landlord, and X.X. Xxxxx Construction Co., Inc., as Tenant covering premises
located at 000 Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx.

Tyler, Texas title policy- See Xxxxx Stock Purchase Agreement

With respect to "peaceful; undisturbed possession" - except as provided in the
Conrail Lease.

Schedule 3.13(c)
Defaults or Breaches under Leases or Subleases

Alleged default under Doylestown lease referred to in Schedule 3.09

Schedule 3.14(a)
List of Tangible Personal Property Used in Business Owned or Leased

1. Items securing note payable to Center Capital Corp. pursuant to equipment
note dated February 5, 1997 and maturing February 5, 2002

Wildcat Xxxxxx
This equipment has a $53,500.00 note with Center Capital Corp. maturing
February 5, 2002.
Current Balance is $49,455.66
The note interest rate is 11.875 APR

2. Items securing note payable to Concord Commercial pursuant to equipment
note dated April 9, 1997 maturing April 9, 2000

Tromel (Screen)
This equipment has a $202,995.00 note with Concord Commercial, maturing
April 9, 2000.
Current balance is $172,818.45
The note interest rate is 8.95 APR

3. Items securing note payable to General Electric Capital pursuant to
equipment note dated February 24, 1995 maturing February 23, 1999

Cat Excavator
This equipment has a $59,920.00 note with G.E. Capital, maturing February
23, 1999.
Current balance is $24,205.80
The note interest rate is 10.75 APR

4. Items securing note payable to Orix Credit Alliance pursuant to equipment
note dated July 18, 1996 maturing July 20, 1999

Cat 966 Loader
This equipment has a $76,750.00 note with ORIX Credit Allowance maturing
July 20, 1999.
Current balance is $49,460.46
The note interest rate is 9.50 APR

5. Car Lease with GMAC dated August 11, 1995

The GMAC car lease is for a 1995 Tahoe. The 3 year lease ends August 1998.
The monthly payment is $593.00
The buyout is approximately $20,000.

6. Car Lease/Note with Mazda American Credit dated July 11, 1997

The Mazda car loan is with Mazda American Credit. The car is a 1993 Mazda
929.
The monthly payment is $495.

7. Car Lease with Xxxx Xxxxx Ford dated August 23, 1997 and maturing August
23, 2000

The Ford car lease is a 1997 Explorer. The 3 year lease ends August 2000.
The monthly payment is $540.

8. Items securing note payable to Capital Innovations, Inc. dated June 8,
1995 and maturing July 10, 2000.

This equipment has a $110,563.30 note with Capital Innovations, Inc.,
maturing July 10, 2000.
Current balance is $67,419.58. The note interest rate is 12.53 APR.

9. Xerox copy machine Lease Agreement maturing , 2000

The Xerox copy machine is four months old. The total value was $31,000.
The monthly payment is $730.00 and ends July 2000.
EPIC

See Equipment Schedule 3.10(b) of the Xxxxx Stock Purchase Agreement (copy
attached).

Schedule 3.14(b)
Lease Payments of $25,000 or more per year

1. Items securing note payable to Concord Commercial pursuant to equipment
note dated April 9, 1997 maturing April 9, 2000

2. Items securing note payable to Orix Credit Alliance pursuant to equipment
note dated July 18, 1996 maturing July 20, 1999

3. Truck Lease and Service Agreement between X.X. Xxxxx Construction Co.,
Inc. d/b/a EPIC dated February 14, 1995.

Schedule 3.15(a)(i)
Patents, Trademarks, Owned Intellectual Property of Company, Xxxxx Subsidiaries

COMPOST

Patents

None

Permits

City of Newark & Local Authorities

Final Site Plan Approval
Application No. SP75-2094
Applicant: Newark Recycling & Composting Co., Inc.

Soil Erosion and Sediment Control Permit
Permit #101164
Owner: Newark Recycling & Composting, Inc.

Local Treatment Works Approval
NJPDES
Owner: Newark Recycling & Composting Company

Sewer Extension Letter
*A permit issued by PVSC prior to the commencement of the facility construction
is not required

Essex County

Inclusion in Essex County Solid Waste Plan
Ordinance #0-96-0027
Ordinance - amending the Solid Waste Management Plan to include Newark Recycling
and Composting Company

State Approvals

New Jersey Pollutant Discharge Elimination System
Permit #NJ0108821
Permittee: Newark Recycling & Composting

Air Quality Permit
Permittee: Newark Recycling & Composting Co., Inc.
BNSR Log Number: 01-96-4480
Stack Designation: 001
APC Plant ID No.: 06715

State Treatment Works Approval
Permit #00-0000-0
Applicant: Newark Recycling Co.

Stream Encroachment Waiver
Letter from State of New Jersey "No stream encroachment permit other than this
letter will be required for the proposed construction."

General Permit 11

Authorization for Freshwater Wetlands Statewide General Permit, Water Quality
Certification and Waiver of Transition Area for Access
File No.: 0714-91-0001.5
Applicant: Compost America
Block: 5060 Lots: 106 and 116

Inclusion in State Solid Waste Plan
Certification of the December 26, 1996 Amendment to the Essex County District
Solid Waste Management Plan

Disclosure Statement Review Letter
Letter stating that Newark Recycling and Composting Co., Inc. d/b/a Passaic
Valley Mgt. Group and Agricycle has been issued an A-901 license.

XXXXX

Patents:

Municipal Solid Waste Landfill System
Xxxxxx X. Xxxxx, Xx., Applicant
Application #08/661,336
Application Assigned to X. X. Xxxxx Construction Co., Inc. d/b/a EPIC

Permits:

NJDEP Registration No. 17244
Intermodal Container Facility Permit

USDOT No. 568451
Solid Waste Transporter License
USEPA ID No. NJD 000000000

NJBPU Certificate of Public Convenience & Necessity No. SW 1889

NJPDES Permit No. NJ0081361
Container Storage Site

NJSA 13.1E-126
Solid/Hazardous Waste Transporter License (A-901)

ICC Carrier's Certificate

Inermodal Container Facility Permit
(State of New Jersey, Division of Solid Waste Management)

Schedule 3.15(a)(ii)
Licensed Intellectual Property of Company, Xxxxx, Subsidiaries

None

Schedule 3.15(a)(iii)

None

Schedule 3.15(b)
Encumbrances, Claims and Carve-outs from Intellectual Property Representations

None

Schedule 3.15(c)
Infringements on Intellectual Property

None

Schedule 3.15(d)
Claims or Notices of Intellectual Property Claims

None

Schedule 3.15(f)
Knowledge of Company Regarding Use of Similar Trademarks

None

Schedule 3.16
Carve-outs to Environmental Representations

Declaration of Environmental Restrictions on Newark property dated December 23,
1994 and recorded in the Office of the Clerk of the Circuit Court of Essex
County, New Jersey in Deed Book 5348, page 922.

Matters shown on Phase I Environmental Report for Newark property dated October,
1997

Matters shown on Phase I Environmental Report for Miami property dated January
12, 1995 updated on October 15, 1997

Matters shown on Phase I Environmental Report for Xxxxx Yard leased property
dated October, 1997

Permitting required for purchase of Redland, Florida site

Transportation of source material from Xxxxx Yard, Newark, New Jersey

Matters shown on Phase I Environmental Report dated October, 1997 for Tyler,
Texas property owned by Xxxxx

Schedule 3.17
Litigation

Foreclosure in case entitled Praxair, Inc. v. Newark Recycling & Composting
Company, Inc., Superior Court of NJ, Chancery Division, Essex County, Docket No.
F-314-97
Complaint Filed 1/7/97
Summons 1/7/97
Acknowledgment 1/28/97
Answer 2/25/97
Summons 4/1/97

Letter from Xxxxx Xxxxxxx dated September 19, 1997 threatening litigation.

Demand for back taxes payable by American Soil, Inc. referenced in Schedule 3.08

Except as provided for with respect to the Excluded Assets

Schedule 3.18(a)
Insurance

COMPOST
-------

LIMITS POLICY DEDUCTIBLE
------ ------ ----------

$2,000,000 Aggregate/ Reissuance Corp. of NY
$1,000,000 Per Xxxxxxxxxx Xx. XXX000000 x/x
Commerical General Liability

$100,000/$500,000 New Jersey Reinsurance Co.
Worker's Compensation x/x
Xx. X00000-0-00

$150,000 per Item Continental Insurance Co. $1,000
or Occurrence Contractor's Equipment
No. IM0948443

Business Auto ITT Hartford $500
$1,000,000 Business Auto Coverage Form
Xx. 00 XXX XX 0000

$2,000,000 General Hartford Spectrum $1,000 Per Occurrence
Aggregate Business Insurance Policy
$100,000 limit No. 39 SBA DX3761

$25,000 Commercial Island Marine $1,000
ITT Hartford
Contractor's Equipment
#39 XXX 0X0000

XXXXX
-----

LIMITS POLICY DEDUCTIBLE
------ ------ ----------

$1,000,000 Automobile (Other than Texas) *
#CA7665102RA (7/1/97-8)

$1,000,000 Automobile (Texas) *
#CA7665103RA (7/1/97-8)

$1,000,000 General Liability (Other than Texas) nil
Occurrence #GL3409003RA (7/1/97-8)

$2,000,000 General Liability (Texas) nil
Aggregate #GL3409004RA (7/1/97-8)

$1,596,000 Property
Values #9CP30002829003 (7/1/97-8) - $1,000 except EDP = $500

$1,000,000 Worker's Compensation n/a
#WC5715405 (4/1/97-8)

$5,000 Motor Truck Cargo $1,000
#3AE58644602 (3/1/97-8)

$1,000,000 Boiler and Machinery $500
#BM1NY858940910 (11/6/96-7)

$5,000,000 Pollution Legal Liability $50,000
#PLS5292583 (12/13/96-99)

$5,000,000 Per Investment

$10,000,000 Aggregate

$35,000,000 Commercial Umbrella $10,000

N/A New York Disability N/A

(See Attached Contractor's Equipment (See Attached
Schedule) Texas Property (See Attached Schedules) Schedule)

$1,000 all vehicles except tractors (Code 50499), which is $3,000

Schedule 3.18(b)
Carve-outs to Insurance Representations

None

Schedule 3.18(c)
Self-Insured Risks for Past Three Years

Self-insured health insurance coverage with respect to Xxxxx

Schedule 3.18(d)
Uninsured Material Assets of Company, Xxxxx or Subsidiaries in Past Five Years

None

Schedule 3.18(e)
Increases in Insurance Premiums, Denials of Coverage

None

Schedule 3.19(a)
Material Contracts
Over $100,000 for services, personalty, etc.
Management Contracts
Contracts with Contractors
Brokerage and Marketing Agreements
All Xxxxx Material Contracts

COMPOST

See list of Consulting Agreements and Stock Agreements in Schedule 3.03(b)(1)

See list of indebtedness in Schedule 3.09

See equipment leases listed in Schedule 3.14(a)

XXXXX

See schedule 4.01 for Xxxxx Material Contracts

Schedule 3.19(d)
Agreements to Purchase Assets or Properties of Company or Subsidiary

Excluded Assets from Xxxxx Stock Purchase Agreement (see list below)

Equipment Cost Basis
--------- ----------

Construction Equipment - Exhibit A $2,488,168.79
Vehicles - Exhibit B 359,130.55
Leasehold Improvements - Exhibit C 239,171.16
Office Equipment - Exhibit D 200,042.49

Schedule 3.21
List of Collective Bargaining Agreements; Material Violations

COMPOST

None

XXXXX LABOR-RELATED UNION AGREEMENTS:

Xxxxx 000, XX xx X, XXX-XXX (XX)
Agreement Period 4/1/91 - 3/31/97
Status - Active - Currently in Negotiations

International Union of Operating Engineers
AFL-Cio Local 825 (NJ)
Agreement Period 4/1/94 - 3/31/01
Status - Active

International Union Of Operating Engineers
A.F. of L. - C.I.O.
Local 542 - (PA)
Agreement Period 3/1/95-4/7/99
Status-Active

Heavy & General Local 472 and 172 (NJ) Agreement Period 3/1/92 - 2/28/95 Status
- No Signed Agreement - 2 Active Employees

International Brotherhood of Teamsters Local Union No. 42
Agreement Period 5/1/96 - 4/30/99
Chauffeurs Warehouse Men & Helpers of America
Local Union #42 (MA)
Status - In Effect - No Current Employees

LABOR DISPUTES PENDING:

X.X. Xxxxx Construction Co., Inc. d/b/a EPIC and Teamsters
Local 42, Grievance filed by Xxxxxxx Xxxxx

None for Company or Subsidiaries

Schedule 3.22(a)
Carve-outs to Tax Representations

American Soil

941 Payroll taxes (See Attached Documentation)

Compost America Holding of New Jersey, Ltd.
Levy placed on old checking acct. in the amount of $1,996.76 with interest for a
total amount of $2,122.55

Schedule 3.22(b)
341(f) Consents
Excess Parachute Payments
Holding Company Representations
Foreign Corporation Rights
Other Tax Carve-outs to Representations

None

Schedule 3.22(c)
List of Tax Returns Filed for Company, Xxxxx and all Subsidiaries since 4/30/95

See attached Schedule

Schedule 3.22(d)

Amounts and Expiration Dates of NOLs, Net Capital Losses,
Unused Business Credits, ETCs

See attached Schedule

Schedule 3.22(e)
Reserves and Allowances not Provided for in Interim Financial Statements

Potential contingent liability for taxes related to acquisition of RC Land
Company, Inc.

Schedule 4.01
Material Contracts of Xxxxx
Schedule 4.01
Material Contracts and Agreements of Xxxxx

4.01(c)(i): Purchase Contracts and Agreements

1. Agreement between Local 542-C International Union of Operating Engineers,
A.F. of L. -C.I.O. and Xxxxx EPIC dated March 1, 1995.

2. Agreement between EPIC , X.X. Xxxxx Construction, Inc. and Virotech
Systems, Inc. and Local 945, I. B. of %., AFL-CIO dated April 1, 1991 as
amended April 1, 1994.

3. Shop Agreement between X. X. Xxxxx Construction, Inc. t/a EPIC and
International Union of Operating Engineers, XXX-XXX Xxxxx Xxxxx Xx. 000
dated April 1, 1997 and Expires March 31, 2001.

4. Truck Lease and Service Agreement between X.X. Xxxxx Construction Co.,
Inc. d/b/a EPIC dated February 14, 1995.

5. Lease Agreement dated February 25, 1991 between X.X. Xxxxx Construction
Co., Inc. and Consolidated Rail Corporation for real property known as
Xxxxx'x Yard, Newark, New Jersey as amended January 30, 1995, February 16,
1995, August 23, 1995, November 1, 1995 and July 30, 1996.

6. Chemical Waste Transportation Contract between Consolidated Rail
Corporation and Union Pacific Railroad Company and EPIC No. CR-X-02094
dated September 17, 1996 (this contract may have expired).

7. Chemical Waste Transportation Contract between Consolidated Rail
Corporation and Norfolk Southern Railway Company and Consolidated
Subsidiaries and EPIC No. CR-X-02175 dated March 31, 1997

8. Environmental Services Agreement dated January 18, 1995 between X.X. Xxxxx
Construction Co., Inc. d/b/a Environmental Protection & Improvement
Company and Geological Reclamation Operations and Waste Systems, Inc.

4.01(c)(ii): Contracts and Agreements for Sale

1. Agreement with Bergen County Utilities Authority and X. X. Xxxxx
Construction Co., Inc. d/b/a EPIC dated January 19, 1995

2. New York City Contract for Biosolids Management Services dated September
9, 1997 for land application of biosolids (already provided)

3. Letter Agreement with SpectraServ dated July 26, 1996 for transportation
of sludge

4. Contract with IEM/Sealand for transportation of low-level radioactive
soils from Xxxxx'x Yard, Newark, New Jersey

5. Subcontract with Sevenson Environmental Services, Inc. dated February 22,
1996 for transportation of soils from Xxxxx'x Yard, Newark, New Jersey

6. Rail car Equipment Agreement Lease with USPCI/Xxxxxxx dated April 1, 1997
for rail cars and containers

4.01(c)(iii): Contracts and Agreements with Brokers, etc.

1. Contract with Xxxxx Xxxxxx Peppet, Inc. for financial advisory services
dated February 21, 1997 as amended February 28, 1997

4.01(c)(iv): Management Contracts

Employment Agreements with Xxxxxx X. Xxxxx, Xxx Xxxxxxxxx and Xxxxx X. Xxxxx
referred to in Schedule 3.03(b)(1)

4.01(c)(v): Indebtedness of Xxxxx (current as of 10/23/97)

1. Note payable to U.S. Bancorp in the original principal amount of
$5,500,000.00 dated May 31, 1996

2. Note payable to TFC Textron in the original principal amount of
$1,091,839.80 dated March 28, 1996

3. Note payable to TFC Textron in the original principal amount of
$1,489,789.20 dated May 3, 1996

4. Note payable to TFC Textron in the original principal amount of
$327,981.00 dated May 14, 1996

5. Note payable to The CIT Group in the original principal amount of
$335,439.44 dated March 6, 1996

6. $1,000 Toll Bond payable to the New York State Thruway Authority dated
August 13, 1996

7. $1,000 Toll Bond payable to the Massachussetts Turnpike Authority dated
July 10, 1996

8. $5,000 Toll Bond payable to the Maine Turnpike Authority dated September
20, 1995

9. $32,000 Toll Bond payable to the New Jersey State Turnpike Authority dated
March 6, 1995

10. $5,000,000 Performance Bond payable to the Bergen County Utilities
Authority dated January 26, 1995

11. $15,000 Permit Bond payable to the State of Texas dated August 11, 1992

12. $1,000 Permit Bond payable to the Texas Highway Authority dated September
1, 1991

13. $1,000,000 Performance Bond payable to the City of New York.

4.01(c)(vi): Government Contracts

1. Contract No. 94-39 with Bergen County Utilities Authority dated January
19, 1995

2. Contract with New York City for Biosolids Management Services.

3. Contract with Camden County Municipal Utilities Authority dated January
13, 1997 approving final Settlement Agreement

4.01(c)(vii): Agreements Not to Compete

None

4.01(c)(viii): Agreements Between Xxxxx, EPIC, Xxxxxx Xxxxx and Trust

1. X. X. Xxxxx Employment Agreement referred to in Schedule 3.03(b)(1)

2. Earn Out Agreement between Xxxxxx X. Xxxxx and the Company [dated as of
the Closing Date] regarding Hempstead Contract.

3. Earn Out Agreement between Xxxxxx X. Xxxxx and the Company regarding the
New York City Municipal Solid Waste Contract (pending)

4.01(c)(ix): Agreements between Xxxxx, Xxxxxx Xxxxx, EPIC and Trust

Same as 4.01(c)(viii)

4.01(c)(x): Other Material Contracts and Permits

1. NJDEP Intermodal Container Facility Permit Reg. No. 17244

2. USDOT Solid Waste Transportation License No. 568451

3. USEPA Permit, No. NJD986647501

4. NJBPU Certificate of Public Convenience and Necessity No. SW1889

5. NJPDES Permit No. NJ0081361 for container storage site

6. Solid/Hazardous Waste Transportation License A-901 pursuant to N.J.S.A.
13.1E-126

7. ICC Carrier's Certificate No. MC281734

8. Intermodal Container Facility Permit from State of New Jersey Division of
Solid Waste Management

Schedule 4.02
List of Xxxxx Equipment

See attached Schedule 3.10(b) from Xxxxx Stock Purchase Agreement

Schedule 4.04
List of Xxxxx Licenses and Permits

See list of permits in Schedule 4.01(c)(x)

Exhibit H
Xxxxx Agreements

Exhibit C
Registration Rights Agreement

Exhibit G
Certificate of Purchaser

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