FIRST AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENT

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                                 EXHIBIT INDEX


            1.2      First Amendment to Stockholder Rights Agreement dated
                     effective as of March 5, 1997, by and between
                     Allwaste, Inc. and American Stock Transfer & Trust
                     Company, as Rights Agent.

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                                                                     EXHIBIT 1.2

                                FIRST AMENDMENT
                                       TO
                          STOCKHOLDER RIGHTS AGREEMENT


                 This First Amendment to the Stockholder Rights Agreement dated
as of August 5, 1996 (the "Rights Agreement"), between Allwaste, Inc., a
Delaware corporation (the "Company"), and American Stock Transfer and Trust
Company, a New York corporation, as Rights Agent (the "Rights Agent"), is
entered into effective as of March 5, 1997.


                                R E C I T A L S:

                 WHEREAS, the Board of Directors has approved a form of
Agreement and Plan of Merger (the "Merger Agreement") dated March 5, 1997,
among the Company, Xxxxxx Environmental Inc. ("Xxxxxx"), Taro Aggregates Ltd.
and Xxxxxx/Atlas Merger Corp. ("Sub"); and

                 WHEREAS, pursuant to Section 3.01(s) of the Merger Agreement,
the Company is required to amend the Rights Agreement to accelerate the Final
Expiration Date so that each Right (as defined in the Rights Agreement) will
expire immediately prior to the Effective Time (as defined therein) of the
Merger (as defined therein); and

                 WHEREAS, the Board believes it advisable and in the best
interests of the Company to enter into the Merger Agreement and to amend the
Rights Agreement as follows:


                               A G R E E M E N T:

                 In consideration of the premises and the mutual agreements
herein set forth and in accordance with Section 26 of the Rights Agreement,
this First Amendment hereby amends the Rights Agreement as follows:

                 1.       Section 7(a) of the Rights Agreement is hereby
amended by deleting the Section in its entirety and substituting the following
in replacement thereof:

                 (a)      The registered holder of any Rights Certificate may
                          exercise the Rights evidenced thereby (except as
                          otherwise provided herein) in whole or in part at any
                          time after the Distribution Date upon surrender of
                          the Rights Certificate, with the form of election to
                          purchase and certification of status on the reverse
                          side thereof duly executed, to the Rights Agent at
                          the principal office of the Rights Agent in New York,
                          New York, together with payment of the Purchase Price
                          for each Preferred Share Fraction as to which the
                          Rights are exercised, at or prior to the earliest of
                          (i) the close of business on August