1 Exhibit 10.40 ASSET PURCHASE AGREEMENT Dated as of September 18, 1998, by and among

1
Exhibit 10.40

ASSET PURCHASE AGREEMENT

Dated as of September 18, 1998, by and among

Waste Connections, Inc.,
Waste Connections of Nebraska, Inc.
Affiliated Waste Services, L.L.C.,
Leroy's Sanitary Service, Inc.,
Elden's Sanitary Service, Inc.
Xxxxxx' Sanitary Service, Inc.
XxXxx Xxxxx and Xxxxxx Xxxxx,
Xxxxxx X. Xxxxx and Xxxx Xxxxx
and
Xxxxx X. Xxxxx and Xxxxx Xxxxx

TABLE OF CONTENTS

Page

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

2. CLOSING TIME AND PLACE.............................................................. 4

3. REPRESENTATIONS AND WARRANTIES OF SELLER, THE MEMBERS
AND THE SHAREHOLDERS................................................................ 4
3.1. Standing and Authority for the Business..................................... 4
3.2. All Assets Being Acquired................................................... 4
3.3. Authority for Agreement..................................................... 4
3.4. No Breach or Default........................................................ 5
3.5. [INTENTIONALLY OMITTED]........................................................ 5
3.6. Liabilities................................................................. 5
3.7. Conduct of the Business..................................................... 5
3.8. Permits and Licenses........................................................ 6
3.9. Affiliate................................................................... 6
3.10. Fixed Assets and Facility Property.......................................... 6
3.11. [INTENTIONALLY OMITTED.].................................................... 7
3.12. Assumed Contracts and Agreements; Adverse Restrictions...................... 7
3.13. Personnel................................................................... 7
3.14. Benefit Plans and Union Contracts........................................... 7
3.15. Taxes....................................................................... 8
3.16. Copies Complete; Consents and Approvals..................................... 8
3.17. Customers, Xxxxxxxx, Current Receipts and Receivables....................... 8
3.18. [INTENTIONALLY OMITTED]..................................................... 9
3.19. Closing Date Debt........................................................... 9
3.20. Compliance With Laws........................................................ 9
3.21. Patents, Trademarks, Trade Names, etc....................................... 9
3.22. [INTENTIONALLY OMITTED.].................................................... 9
3.23. Suppliers and Customers..................................................... 9
3.24. Absence of Certain Business Practices....................................... 10
3.25. Disclosure Schedules........................................................ 10

Page

3.26. No Misleading Statements.................................................... 10
3.27. Accurate and Complete Records............................................... 10
3.28. Knowledge................................................................... 10
3.29. Brokers; Finders............................................................ 10

4. REPRESENTATIONS AND WARRANTIES OF WCI AND BUYER..................................... 11
4.1. Existence and Good Standing................................................. 11
4.2. No Contractual Restrictions................................................. 11
4.3. Authorization of Agreement.................................................. 11
4.4. No Misleading Statements.................................................... 11
4.5. Brokers; Finders............................................................ 12

5. CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE................................ 12
5.1. Representations and Warranties.............................................. 12
5.2. Conditions.................................................................. 12
5.3. No Material Adverse Change.................................................. 12
5.4. No Litigation............................................................... 12
5.5. Other Deliveries............................................................ 12
5.6. Consents to Transfer; Governmental Approvals................................ 12
5.7. Release of Security Interests............................................... 12
5.8. Bulk Sales Compliance....................................................... 13

6. CONDITIONS PRECEDENT TO OBLIGATION OF SELLER TO CLOSE............................... 13
6.1. Representations and Warranties.............................................. 13
6.2. Conditions.................................................................. 13
6.3. No Litigation............................................................... 13
6.4. Other Deliveries............................................................ 13
6.5. Consents to Transfer; Governmental Approvals................................ 13

7. CLOSING DELIVERIES.................................................................. 13
7.1. Buyer's Deliveries.......................................................... 14
7.2. Seller's Deliveries......................................................... 14

8. ADDITIONAL COVENANTS OF WCI, BUYER, SELLER AND THE
MEMBERS AND THE SHAREHOLDERS........................................................ 15
8.1. Confidentiality............................................................. 15
8.2. Professional, Brokers and Finders Fees...................................... 15
8.3. Payments Received After Closing Date........................................ 15
8.4. Books and Records........................................................... 15

9. INDEMNIFICATION..................................................................... 15
9.1. Indemnity by Seller, the Members and the Shareholders....................... 15

Page

9.2. Limitations on Seller's and the Members' and Shareholders' Indemnities...... 16
9.3. Indemnity by WCI............................................................ 17
9.4. Limitations on WCI's Indemnities............................................ 17
9.5. Notice of Indemnity Claim................................................... 18
9.6. Survival of Representations, Warranties and Agreements...................... 19
9.7. No Exhaustion of Remedies or Subrogation; Right of Set Off.................. 19

10. OTHER POST-CLOSING COVENANTS OF SELLER, THE MEMBERS, THE
SHAREHOLDERS, WCI AND BUYER......................................................... 20
10.1. Restrictive Covenants....................................................... 20
10.2. Rights and Remedies Upon Breach............................................. 21

11. EXCLUSIVE NEGOTIATIONS.............................................................. 23

12. GENERAL............................................................................. 23
12.1. Additional Conveyances...................................................... 23
12.2. Assignment.................................................................. 23
12.3. [INTENTIONALLY OMITTED.].................................................... 23
12.4. Counterparts................................................................ 23
12.5. Notices..................................................................... 23
12.6. Attorneys' Fees............................................................. 24
12.7. Applicable Law.............................................................. 24
12.8. Payment of Fees and Expenses................................................ 24
12.9. Incorporation by Reference.................................................. 24
12.10. Captions.................................................................... 24
12.11. Number and Gender of Words.................................................. 24
12.12. Entire Agreement............................................................ 25
12.13. Waiver...................................................................... 25
12.14. Construction................................................................ 25

13. GLOSSARY............................................................................ 25

iii

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of September 18, 1998, entered into
by and among Waste Connections, Inc., a Delaware corporation ("WCI"), Waste
Connections of Nebraska, Inc., a Delaware corporation ("BUYER"), Affiliated
Waste Services, L.L.C., a Nebraska limited liability company ("SELLER"), Leroy's
Sanitary Service, Inc., a Nebraska subchapter S corporation, Elden's Sanitary
Service, Inc., a Nebraska subchapter S corporation and Xxxxxx' Sanitary Service,
Inc., a Nebraska subchapter S corporation (the "MEMBERS"), and XxXxx Xxxxx and
Xxxxxx Xxxxx, husband and wife, Xxxxxx X. Xxxxx and Xxxx Xxxxx, husband and
wife, and Xxxxx X. Xxxxx and Xxxxx Xxxxx, husband and wife (the "SHAREHOLDERS").

WHEREAS, Seller is engaged in the collection and transport of solid
waste in the City of Norfolk, Nebraska (the "BUSINESS");

WHEREAS, the Members own all of the membership interests of the Seller
and the respective Shareholders own all of the issued and outstanding capital of
the respective Members; and

WHEREAS, Buyer wishes to purchase, and Seller wishes to sell,
substantially all of the assets, properties, rights, privileges and interests
owned leased, held or used by Seller in connection with the operation of the
Business except certain nonbusiness related assets.

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

1. PURCHASE AND SALE OF ASSETS.

1.1. SALE AND TRANSFER OF ASSETS. Subject to and in accordance
with the terms and conditions of this Agreement, at the Closing on the Closing
Date (as defined below) Seller shall convey, transfer, deliver and assign to
Buyer, and Buyer shall accept from Seller all of the assets, rights, privileges
and interests, tangible, intangible, real, personal or mixed, and wherever
located, now or hereafter owned, leased, held or used primarily in connection
with the ownership, operation and management of the Business, including without
limitation (collectively, the "ASSETS"):

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

(b) all of Seller's right, title and interest in and to
contracts, leases, agreements, customer accounts (but not accounts
receivable), commitments and

arrangements specifically identified in Schedule 1.1(b) as contracts
contemplated to be assumed by Buyer pursuant to this Agreement (the
"ASSUMED CONTRACTS");

(c) all permits, licenses, titles (including motor
vehicle titles and current registrations), fuel permits, zoning and land
use approvals and authorizations, including, without limitation, any
conditional or special use approvals or zoning variances, occupancy
permits, and any other similar documents from any and all governmental
authorities constituting a material authorization or entitlement or
otherwise material to the operation or management of the Business owned
by, issued to, or held by or otherwise benefiting Seller as are
transferable by their respective terms (the "GOVERNMENTAL PERMITS");

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

(e) Seller's right, title and interest in and to the
logos, trade names, fictitious business names and service marks used by
Seller, including without limitation, any right the Seller may have to
use the name "Affiliated Waste";

(f) the goodwill of the Business;

(g) all guarantees, warranties, indemnities and similar
rights in favor of Seller with respect to any of the Assets and all
books and records primarily used in connection with the operation of the
Business; and

(h) All operating and financial records relating to the
Business, including without limitation all ledgers, books of account,
depreciation schedules, inventory information, copies of records
relating to payables and receivables, cancelled checks, bank statements,
equipment records, maintenance records, disposal records and information
concerning customers.

Notwithstanding the foregoing, Buyer shall not acquire any interest in the cash,
accounts receivable or accounts payable of the Seller as of the Closing Date,
nor shall Buyer acquire any of the assets listed on Schedule 3.2 (the "EXCLUDED
ASSETS").

1.2. ASSUMPTION BY BUYER OF CERTAIN CONTRACTS. Buyer hereby
assumes and agrees to pay, perform and discharge, from and after the Closing,
(i) all of the Closing Date Debt (as defined below) and (ii) all of the
obligations, liabilities and commitments of Seller accruing from and after the
Closing under or with respect to each Assumed Contract, but not including any
obligation or liability for any breach thereof occurring prior to the Closing.

1.3. EXCLUDED LIABILITIES. Except as expressly set forth herein,
Buyer shall not assume or be bound by any other duties, responsibilities,
obligations, indebtedness or other liabilities of Seller or to which Seller or
any of the Assets or the Business may be bound or affected, of whatever kind or
nature, whether known, unknown, contingent or otherwise, arising

before, on or after the Closing Date (including without limitation trade
payables and taxes arising from the operation of the Business prior to the
Closing or to the sale of the Assets) (the "EXCLUDED LIABILITIES") except, as to
obligations and liabilities arising after the Closing only, those obligations
and liabilities expressly assumed by Buyer pursuant to Section 1.2.

1.4. PURCHASE PRICE. The purchase price (the "PURCHASE PRICE")
for the Assets shall be an amount equal to Two Million One Hundred Fifty
Thousand Dollars ($2,150,000), minus the Closing Date Debt (as defined in
Section 3.19). The Purchase Price shall be paid as provided in Section 1.5. The
cash portion of the Purchase Price paid at the Closing will be based on Schedule
3.19 as delivered at the Closing, which the parties understand will include only
estimates of the Closing Date Debt. Within 30 days after the Closing Date, Buyer
will determine the actual Closing Date Debt and will advise Seller of such
actual amount. If the Purchase Price increases, Buyer will promptly pay any
additional amount due to Seller in cash; if the Purchase Price declines, Seller
will promptly repay any amount due to Buyer in cash.

1.5. PAYMENT OF PURCHASE PRICE. The Purchase Price shall be
payable as follows: (i) One Million Six Hundred Fifty Thousand Dollars
($1,650,000), minus the Closing Date Debt, shall be paid in cash to the Seller
at the Closing by wire transfer; (ii) WCI shall pay the Closing Date Debt by
wire transfer to the holders of such debt; and (iii) WCI shall deliver to the
Seller a number of shares (the "SHARES") of WCI's Common Stock, $0.01 par value
("WCI STOCK") in an amount equal to five hundred thousand dollars ($500,000)
divided by the Average Closing Price (as hereinafter defined). The Average
Closing Price (the "AVERAGE CLOSING PRICE") is the average of the closing price
of WCI Stock as quoted on the NASDAQ Stock Market for the three (3) successive
trading days for which a closing price is quoted ending on the second trading
day prior to the Closing Date (as hereinafter defined). The Average Closing
Price and the number of shares of WCI Stock to be delivered at the Closing shall
be appropriately adjusted in the event of any change in WCI Stock between the
first day for which a closing price is quoted in determining the Average Closing
Price and the Closing Date, including without limitation any stock dividend,
stock split, reverse stock split, recapitalization, reorganization, merger or
consolidation. WCI shall not be obligated to issue any fractional share equal to
the Average Closing Price multiplied by the fraction of a share of WCI Stock
that would otherwise be issued.

1.6. CERTAIN TAXES. Buyer and Seller shall each pay one-half of
any and all sales, use, excise, transfer and conveyance taxes payable or
assessable in connection with or as a result of the transfer of the Assets under
the terms of this Agreement and the transactions contemplated hereby or as
otherwise provided by law, except that the Buyer shall pay all of the sales,
use, excise, transfer and conveyance taxes on the vehicles transferred. Buyer
shall not be responsible for any business, occupation, withholding, possessory
interest or similar tax or assessment or any other tax or fee of any kind
relating to any period on or prior to the Closing Date with respect to Seller,
the Assets or the ownership, operation or management of the Business.

1.7. ALLOCATION OF PURCHASE PRICE. The parties hereto agree that
Fifteen

Thousand Dollars ($15,000) of the Purchase Price shall be allocated to the
covenant not to compete described in Section 10.1(a).

1.8. PRORATIONS. On the Closing Date, or as promptly as
practicable following the Closing Date, but in no event later than 90 days
thereafter, the personal property taxes, water, gas, electricity and other
utilities, local business or other license fees or taxes, merchants' association
dues and other similar periodic charges payable with respect to the Assets or
the Business shall be prorated between Buyer and Seller effective as of the
Closing Date. To the extent practicable, utility meter readings for the
Facilities shall be determined as of the Closing Date. The Seller's prorated
share of the personal property taxes shall be payable notwithstanding the fact
that such tax may become payable after the Closing Date, and such tax shall be
paid to Buyer or the appropriate taxing authority on or prior to the date on
which such tax becomes due.

2. CLOSING TIME AND PLACE

Subject to the terms and conditions of this Agreement, the closing of
the transactions contemplated herein (the "CLOSING") shall take place concurrent
with the execution of this Agreement or on such later date (the "CLOSING DATE")
within ten days after the consents required by Section 5.6 have been obtained as
Buyer and Seller shall agree through an exchange of consideration and signed
documents using overnight courier service. At the Closing, Buyer and Seller
shall deliver to each other the documents, instruments and other items described
in Section 7 of this Agreement. For tax and financial reporting purposes, the
Closing will be deemed effective September 1, 1998.

3. REPRESENTATIONS AND WARRANTIES OF SELLER, THE MEMBERS
AND THE SHAREHOLDERS

Seller, the Members and the Shareholders, jointly and severally, (i)
represent and warrant that each of the following representations and warranties
is true as of the date hereof, and (ii) agree that such representations and
warranties shall survive the Closing for the periods specified herein.

3.1. STANDING AND AUTHORITY FOR THE BUSINESS. Seller is duly
organized, validly existing and in good standing under the laws of the State of
Nebraska, and has full power and authority to own and lease the Assets and to
carry on the Business as now conducted. Seller is not required to be qualified
or licensed to conduct business as a foreign company in any other jurisdiction.

3.2. ALL ASSETS BEING ACQUIRED. The Assets being acquired by
Buyer hereunder constitute all of the assets of Seller used and necessary to
conduct and operate the Business as presently conducted and operated (other than
certain assets described at the end of Section 1.1 or set forth on Schedule 3.2,
which are the Excluded Assets).

3.3. AUTHORITY FOR AGREEMENT. Seller and each of the Members and
Shareholders have full right, power and authority to enter into this Agreement
and to perform its, his or her obligations hereunder. The execution and delivery
of this Agreement by Seller has been duly authorized by its managers, members
and their respective shareholders, officers and directors. This Agreement has
been duly and validly executed and delivered by Seller and each of the Members
and Shareholders and, subject to the due authorization, execution and delivery
by WCI and Buyer, constitutes the legal, valid and binding obligation of Seller
and each of the Members and Shareholders, enforceable against Seller and each of
the Members and the Shareholders in accordance with its terms.

3.4. NO BREACH OR DEFAULT. Except as disclosed on Schedule 3.4,
the execution and delivery by Seller and each of the Members and Shareholders of
this Agreement, and the consummation by Seller and each of the Members and
Shareholders of the transactions contemplated hereby, will not after the giving
of notice, or the lapse of time or otherwise:

(a) result in the breach of any of the terms or
conditions of, or constitute a default under, or allow for the
acceleration or termination of, or in any manner release any party from
any obligation under, any mortgage, lease, note, bond, indenture, or
material contract, agreement, license or other instrument or obligation
of any kind or nature to which Seller or any of the Members or
Shareholders is a party, or by which Seller or the Assets, are or may be
bound or affected; or

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

(d) violate any agreements to which Seller or any
Member or Shareholder is a party relating to the Assets and the
Business.

3.5. INTENTIONALLY OMITTED.

3.6. LIABILITIES. There are no material liabilities related to
the Assets or the Business, except those described on Schedule 3.6, Part I
hereto. There are no claims, suits or proceedings pending against the Seller
relating to the Business or the Assets, except those described on Schedule 3.6,
Part II hereof. There are no liens, claims, or encumbrances secured by any of
the Assets, except those listed on Schedule 3.6, Part III hereof.

3.7. CONDUCT OF THE BUSINESS. Except as set forth on Schedule
3.7, since the Balance Sheet Date and prior to the date hereof:

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

and

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

3.8. PERMITS AND LICENSES.

(a) No permits, licenses, franchises, titles (except
the motor vehicle titles and current registration certificates, copies
of which are attached hereto as Schedule 3.8(a)) or any other similar
documents are necessary to operate the Business as it is currently
conducted or to use the Assets as they are currently used, and the
Seller has no such permits.

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

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

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3.10. FIXED ASSETS AND FACILITY PROPERTY.

(a) The Assets constitute substantially all the assets
(other than the Excluded Assets) of Seller used in the Business. Except
as described on Schedule 3.10(a), all of Seller's containers, vehicles,
machinery and equipment necessary for the operation of the Business are
in good working order and condition, normal wear and tear excepted, and
all of the motor vehicles and other rolling stock of Seller is in
material compliance with all applicable laws, rules and regulations. All
such vehicles, machinery and equipment are substantially fit for the
purposes for which they are utilized and are free from defects which
could cause them to fail.

(b) Seller has good, valid and marketable title to the
Assets, free of any encumbrance or charge of any kind except: (i) liens
for current taxes not yet due; and (ii) minor imperfections of title and
encumbrances, if any, that are not substantial in amount, do not
materially detract from the value of the property subject thereto, do
not materially impair the value of the Business or the Assets, and have
arisen only in the ordinary course of business and consistent with past
practice. Neither the Seller, the Shareholders nor the Members is a
party to any leases, occupancy agreements, options, rights of first
refusal or any other agreements or arrangements, either oral or written,
that create or confer in any person or entity other than Buyer the right
to acquire, occupy or possess, now or in the future, any Assets, or any
portion thereof, or create in or confer on any person or entity any
right, title or interest in the Assets or in any portion thereof.

3.11. [INTENTIONALLY OMITTED.]

3.12. ASSUMED CONTRACTS AND AGREEMENTS; ADVERSE RESTRICTIONS.
Except as disclosed on Schedule 3.12(a), the Assumed Contracts are in full force
and effect and binding upon the parties thereto. Except as described or cross
referenced on Schedule 3.12(a), neither Seller nor, to Seller's or any of the
Members' or Shareholders' knowledge, any other parties to such Assumed Contracts
is in breach thereof, and none of the parties has threatened to breach any of
the material provisions thereof or notified Seller or any of the Shareholders of
a default thereunder, or exercised any options thereunder.

3.13. PERSONNEL. Schedule 3.13 is a complete list, as of the
Closing Date, of all employees (by type or classification) of Seller relating to
the Business and their respective rates of compensation, including (i) the
portions thereof attributable to bonuses, (ii) any other salary, bonus, equity
participation, or other compensation arrangement made with or promised to any of
them, and (iii) copies of all employment agreements with employees. Schedule
3.13 also lists the driver's license number for each driver of motor vehicles
used in the Business.

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3.14. BENEFIT PLANS AND UNION CONTRACTS.

(a) Except as listed in Schedule 3.14(a), Seller has no
employee benefit plans relating to the Business, including employment
agreements and any other agreements containing "golden parachute"
provisions, retirement plans, welfare benefit plans and deferred
compensation agreements.

(b) There are no union contracts and agreements between
Seller and any collective bargaining group relating to the Business. In
the operation of the Business, Seller is in compliance in all material
respects with all applicable federal, state and local laws respecting
employment and employment practices, terms and conditions of employment,
wages and hours, and nondiscrimination in employment, and is not engaged
in any unfair labor practice. There is no charge pending nor, to
Seller's, the Shareholders' or the Members' knowledge, is there any
charge threatened against Seller relating to the Business before any
court or agency and alleging unlawful discrimination in employment
practices, nor are there any charges or proceedings with regard to any
unfair labor practice relating to the Business that is pending before
the National Labor Relations Board.

3.15. TAXES.

(a) Seller has timely filed all requisite federal,
state, local and other tax and information returns due for all fiscal
periods ended on or before the date hereof or the time for filing such
returns has been extended to the date set forth on Schedule 3.15. All
such returns are accurate and complete. Except as set forth on Schedule
3.15, there are no open years, examinations in progress, extensions of
any statute of limitations or claims against Seller relating to federal,
state, local or other taxes (including penalties and interest) for any
period or periods prior to and including the date hereof and no notice
of any claim for taxes has been received. Copies of (i) any tax
examinations, (ii) extensions of statutory limitations and (iii) the
federal income, and state franchise, income and sales tax returns of
Seller for the last three fiscal years are attached as part of Schedule
3.15. Seller has not been contacted by any federal, state or local
taxing authority regarding a prospective examination.

(b) Except as set forth on Schedule 3.15 (which
schedule also includes the amount due) Seller has duly paid all taxes
and other related charges required to be paid prior to the Closing Date.

(c) Seller has withheld all required amounts from their
employees for all pay periods in full and complete compliance with the
withholding provisions of applicable federal, state and local laws. All
required federal, state and local and other returns with respect to
income tax withholding, social security, and unemployment tax es have
been duly filed by Seller for all periods for which returns are due, and
the amounts

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shown on all such returns to be due and payable have been paid in full.

3.16. COPIES COMPLETE; CONSENTS AND APPROVALS. Except as
disclosed on Schedule 3.16, the copies of all leases, instruments, agreements,
licenses, permits, certificates or other documents that have been delivered to
Buyer by Seller in connection with the transactions contemplated hereby are
complete and accurate as of the date hereof and are true and correct copies of
the originals thereof. None of such leases, instruments, agreements, licenses,
permits, site assessments, certificates or other documents requires notice to,
or consent or approval of, any governmental agency or other third party to any
of the transactions contemplated hereby, except such consents and approvals as
are listed on Schedule 3.16, all of which will have been obtained prior to the
Closing Date.

3.17. CUSTOMERS, XXXXXXXX, CURRENT RECEIPTS AND RECEIVABLES.
Schedule 3.17 is current, accurate and complete list of, and includes:

(a) the customers of the Business that Seller serves on
an ongoing basis, including name, location and current billing rate, as
of the date hereof; and

(b) an accurate and complete aging of all accounts and
notes receivable from customers as of the last day of the month
preceding the date hereof, showing amounts due in 30-day aging
categories.

Since the Balance Sheet Date, Seller has not lost any customers and no customers
have threatened or otherwise indicated to Seller that they intend to discontinue
doing business with Seller.

3.18. [INTENTIONALLY OMITTED]

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

3.20. COMPLIANCE WITH LAWS. Except as disclosed on Schedule 3.20,
Seller has complied in all material respects with, and Seller is presently in
compliance in all material respects with, federal, state and local laws,
ordinances, codes, rules, regulations, Governmental

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Permits, orders, judgments, awards, decrees, consent judgments, consent orders
and requirements applicable to Seller relating to the Business (collectively
"LAWS"), including, but not limited to, Laws relating to the public health,
safety or protection of the environment, and there has been no assertion by any
party that Seller is in material violation of any Laws.

3.21. PATENTS, TRADEMARKS, TRADE NAMES, ETC. Seller has no
licenses, patents, trademarks, service marks, or copyrights (other than licenses
to use software for personal computer operating systems that were provided when
the computer was purchased and licenses to use software for personal computers
that are granted to retail purchasers of such software). Seller uses the name
"Affiliated Waste." Neither Seller nor any of the Members or Shareholders knows
or has any reason to believe that there are any claims of third parties to the
use of such name or any similar name, or knows of or has any reason to believe
that there exists any basis for any such claim or claims.

3.22. [INTENTIONALLY OMITTED.]

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

3.24. ABSENCE OF CERTAIN BUSINESS PRACTICES. Neither Seller
nor any of the Shareholders has directly or indirectly within the past five
years given or agreed to give any gift or similar benefit to any customer,
supplier, governmental employee or other person who is or may be in a position
to help or hinder the Business in connection with any actual or proposed
transaction which (a) might subject Seller to any damage or penalty in any
civil, criminal or governmental litigation or proceeding, (b) if not given in
the past, might have had a material adverse effect on the financial condition,
business or results of operations of the Business, or (c) if not continued in
the future, might materially and adversely affect the financial condition,
business or operations of the Business or which might subject Buyer to suit or
penalty in any private or governmental litigation or proceeding.

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

3.26. NO MISLEADING STATEMENTS. The representations and
warranties of Seller and the Shareholders contained in this Agreement, the
Exhibits and Schedules hereto and all other documents and information furnished
to Buyer and their representatives pursuant hereto

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are complete and accurate in all material respects and do not include any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements made and to be made not misleading.

3.27. ACCURATE AND COMPLETE RECORDS. The books, ledgers,
financial records and other records of Seller relating to the Business:

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

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

3.28. KNOWLEDGE. Wherever reference is made in this Agreement to
the "knowledge" of Seller or the Shareholders or the Members, such term means
the actual knowledge of Seller, the Members or the Shareholders or any director,
officer or management employee of Seller or the Members whose duties relate to
the Business, or any knowledge which should have been obtained by Seller, the
Members or the Shareholders or such employee upon reasonable inquiry by a
reasonable business or person.

3.29. BROKERS; FINDERS. No person has acted directly or
indirectly as a broker or finder for Seller, the Members or the Shareholders in
connection with the transactions contemplated by this Agreement. Any broker's,
finder's, financial advisory or similar fee or payment in respect thereof based
in any way on any agreement, arrangement or understanding made by or on behalf
of Seller, the Members or the Shareholders shall be paid by them outside of the
Closing.

4. REPRESENTATIONS AND WARRANTIES OF WCI AND BUYER

WCI and Buyer, jointly and severally, represent and warrant to Seller
that each of the following representations and warranties is true as of the date
hereof, and agree that such representations and warranties shall survive the
Closing:

4.1. EXISTENCE AND GOOD STANDING. WCI is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and is qualified to transact
business as a foreign corporation in the State of Nebraska. WCI and Buyer each
has full power and authority to carry on its respective business as presently
conducted.

4.2. NO CONTRACTUAL RESTRICTIONS. No provisions exist in any
article, document or instrument to which WCI or Buyer is a party or by which WCI
or Buyer is bound

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which would be violated by consummation of the transactions contemplated by this
Agreement.

4.3. AUTHORIZATION OF AGREEMENT. This Agreement has been duly
authorized, executed and delivered by WCI and Buyer, and, subject to the due
authorization, execution and delivery by Seller and each of the Members and the
Shareholders, constitutes a legal, valid and binding obligation of WCI and
Buyer, enforceable against WCI and Buyer in accordance with its terms. Each of
WCI and Buyer has full corporate power, legal right and corporate authority to
enter into and perform its obligations under this Agreement and to carry on the
Business as presently conducted. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby and the fulfillment
of and compliance with the terms and conditions hereof do not and will not,
after the giving of notice, or the lapse of time or otherwise: (a) violate any
law or any order, writ, injunction or decree of any court, administrative agency
or governmental authority, or require the approval, consent or permission of any
governmental or regulatory authority; (b) conflict with any of the provisions of
the Certificate of Incorporation or Bylaws of Buyer or WCI; or (c) conflict
with, result in a breach of or constitute a default under any material agreement
or instrument to which Buyer or WCI is a party or by which either is bound.

4.4. NO MISLEADING STATEMENTS. The representations and warranties
of WCI and Buyer contained in this Agreement, the Exhibits and Schedules hereto
and all other documents and information furnished to Seller and the Shareholders
and their representatives pursuant hereto are complete and accurate in all
material respects, and do not include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements made and to be
made not misleading as of the Closing Date.

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

5. CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE

The obligations of Buyer under this Agreement are subject to the
satisfaction, at or before Closing, of all of the following conditions
precedent, unless waived in writing by Buyer:

5.1. REPRESENTATIONS AND WARRANTIES. All representations and
warranties of Seller contained in this Agreement or in any Exhibit, Schedule or
certificate delivered by Seller under this Agreement shall be true, correct and
complete on and as of the date when made, shall be deemed to be made again on
the Closing Date, if later than the date hereof, and shall then be true, correct
and complete in all material respects as of the Closing Date, if later than the
date hereof.

5.2. CONDITIONS. Seller shall have performed, satisfied and
complied with

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all covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by it on or before the Closing Date.

5.3. NO MATERIAL ADVERSE CHANGE. Since the date of the this
Agreement, there shall not have been any material adverse change in the
condition (financial or otherwise) of the Business or the Assets.

5.4. NO LITIGATION. None of the transactions contemplated hereby
shall have been enjoined by any court or by any federal or state governmental
branch, agency, commission or regulatory authority and no suit or other
proceeding challenging the transactions contemplated hereby shall have been
threatened or instituted and no investigative or other demand shall have been
made by any federal or state governmental branch, agency, commission or
regulatory authority.

5.5. OTHER DELIVERIES. Seller shall have delivered the items
that it is required to deliver under Section 7 of this Agreement.

5.6. CONSENTS TO TRANSFER; GOVERNMENTAL APPROVALS. Each party
whose consent is required to the transactions contemplated by this Agreement,
including without limitation (if applicable) each party to any contract relating
to the Assets or the Business, each municipality or other jurisdiction that has
granted a franchise to the Corporation and each jurisdiction issuing or granting
any other Governmental Permit, shall have consented to such transactions, and
every other Required Governmental Consent shall have been obtained.

5.7. RELEASE OF SECURITY INTERESTS. All security interests in the
Assets of Seller that have been created in favor of financial institutions or
other lenders to secure indebtedness of any of Seller shall have been released,
subject, where applicable to payment of the Closing Date Debt.

5.8. BULK SALES COMPLIANCE. If applicable, the Bulk Sales Law of
Nebraska shall have been complied with to the reasonable satisfaction of Buyer,
or such compliance shall have been waived by Buyer.

6. CONDITIONS PRECEDENT TO OBLIGATION OF SELLER TO CLOSE

The obligations of Seller under this Agreement are subject to the
satisfaction, at or before Closing, of all of the following conditions
precedent, unless waived in writing by Seller:

6.1. REPRESENTATIONS AND WARRANTIES. All representations and
warranties of WCI and Buyer contained in this Agreement or in any statement,
Exhibit, Schedule, certificate or document delivered by WCI or Buyer under this
Agreement shall be true, correct and complete on and as of the date when made
and at all times prior to the Closing Date, shall be deemed to be made again on
the Closing Date if later than the date hereof, and shall then be true, correct
and complete in all material respects as of the Closing Date if later than the
date hereof.

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6.2. CONDITIONS. Buyer shall have performed, satisfied and
complied with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by them on or before the
Closing Date.

6.3. NO LITIGATION. None of the transactions contemplated hereby
shall have been enjoined by any court or by any federal or state governmental
branch, agency, commission or regulatory authority and no suit or other
proceeding challenging the transactions contemplated hereby shall have been
threatened or instituted and no investigative or other demand shall have been
made by any federal or state governmental branch, agency, commission or
regulatory authority.

6.4. OTHER DELIVERIES. Buyer shall have delivered the items that
it is required to deliver under Section 7 of this Agreement.

6.5. CONSENTS TO TRANSFER; GOVERNMENTAL APPROVALS. Each party
whose consent is required to the transactions contemplated by this Agreement,
including without limitation (if applicable) each party to any contract relating
to the Assets or the Business, each municipality or other jurisdiction that has
granted a franchise to the Corporation and each jurisdiction issuing or granting
any other Governmental Permit, shall have consented to such transactions, and
every other Required Governmental Consent shall have been obtained.

7. CLOSING DELIVERIES

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

7.1. BUYER'S DELIVERIES.

(a) Buyer shall deliver the cash portion of the
Purchase Price required to be delivered on the Closing Date pursuant to
Section 1.5 and the WCI Stock to Seller.

(b) WCI and Buyer shall deliver resolutions of their
respective Boards of Directors or the Executive Committee of their
respective Boards of Directors, certified by the Secretary or an
Assistant Secretary of each such corporation, authorizing WCI and Buyer
to enter into this Agreement and to consummate the transactions
contemplated by this Agreement.

(c) Buyer shall execute and deliver to Seller an
Assignment and Assumption Agreement in form reasonably acceptable to
Seller pursuant to which Buyer assumes Seller's obligations under the
Assumed Contracts.

(d) Buyer shall cause the Closing Date Debt to be paid.

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7.2. SELLER'S DELIVERIES.

(a) Seller shall deliver to Buyer (and/or its designee)
an executed xxxx of sale or bills of sale and other instruments of
transfer and conveyance for the full and complete transfer, conveyance,
assignment and delivery to Buyer on the Closing Date of all of Seller's
right, title and interest in and to all of the Assets, accompanied by
all third party consents required with respect thereto, including,
without limitation, written evidence of the release of the liens and
encumbrances with respect to the Assets, subject, where applicable, to
Buyer's payment of the Closing Date Debt;

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

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

(d) Seller shall deliver to Buyer an opinion of counsel
for Seller, dated as of the Closing Date, in substantially the form
attached hereto as Exhibit 7.2(d).

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

(f) Seller shall deliver to Buyer evidence satisfactory
to Buyer showing that all written employment contracts and all oral
employment contracts other than those that are terminable "at will"
without payment of severance (other than normal severance benefits
approved by Buyer) or other benefits with non-union employees of Seller
(including, without limitation, rights to obtain equity in the Business
or Assets) have been terminated, effective on or before the Closing
Date.

8. ADDITIONAL COVENANTS OF WCI, BUYER, SELLER AND THE
MEMBERS AND THE SHAREHOLDERS

8.1. CONFIDENTIALITY. None of the parties hereto shall disclose
or make any public announcements of the existence or terms of this Agreement or
the transactions contemplated by this Agreement without the prior written
consent of WCI, in the case of disclosure by the Seller, the Members or the
Shareholders, or the Seller, in the case of disclosure by WCI or Buyer, unless
required to make such disclosure or announcement by law, in which event the
party making the disclosure or announcement shall notify the others at least 24
hours before such disclosure or announcement is expected to be made.

8.2. PROFESSIONAL, BROKERS AND FINDERS FEES. Each party shall pay
and be

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responsible for its own professional, broker's, finder's or financial advisory
fees incurred by such party in connection with the transactions contemplated by
this Agreement.

8.3. PAYMENTS RECEIVED AFTER CLOSING DATE. Any payments received
by Buyer relating to receivables retained by Seller which are so identified as
belonging to Seller or which are designated for payment of a specific invoice,
xxxx, order or otherwise of Seller shall be delivered by Buyer to Seller on a
weekly basis at the address listed for Seller in Section 12.5 below or at such
other address as Seller shall specify by notice to Buyer.

8.4. BOOKS AND RECORDS. Until the expiration of five (5) years
from the Closing Date (and, if at the expiration thereof any tax audit or
judicial proceeding is in progress or the applicable statute of limitations has
been extended, for such longer period as such audit or judicial proceeding is in
progress or such statutory period is extended), Buyer will retain and, as Seller
may reasonably request, permit Seller and its agents to inspect and copy, at
Seller's expense, all books and records acquired by Buyer hereunder that pertain
to the matter in question or which otherwise relate to the period preceding the
Closing Date. Until the expiration of five (5) years from the Closing Date (and,
if at the expiration thereof any tax audit or judicial proceeding is in progress
or the applicable statute of limitations has been extended, for such longer
period as such audit or judicial proceeding is in progress or such statutory
period is extended), Seller will retain and, as WCI or Buyer may reasonably
request, permit WCI or Buyer and their agents to inspect and copy, at WCI or
Buyer's expense, all books and records retained by Seller hereunder that pertain
to the matter in question or which otherwise relate to the period preceding the
Closing Date.

9. INDEMNIFICATION

9.1. INDEMNITY BY SELLER, THE MEMBERS AND THE SHAREHOLDERS.
Subject to Section 9.2, Seller and Members and the Shareholders covenant and
agree that they will, jointly and severally, indemnify and hold harmless WCI and
Buyer and their respective directors, officers and agents and their respective
successors and assigns (collectively the "WCI INDEMNITEES"), from and after the
Closing Date of this Agreement, against any and all losses, damages,
assessments, fines, penalties, adjustments, liabilities, claims, deficiencies,
costs, expenses (including specifically, but without limitation, reasonable
attorneys' fees and expenses of investigation) and expenditures ("LOSSES")
identified by a Indemnitee with respect to each of the following contingencies
until the expiration of the applicable statute of limitations (all, the "WCI
INDEMNITY EVENTS"):

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

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(b) Any liability for Seller's, the Shareholders' or
the Members' violation or alleged violation of any state, local or
federal law or regulation that occurred in connection with the use of
the Assets or the operation of the Business, including, but not limited
to, laws related to the environment or hazardous materials.

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

9.2. LIMITATIONS ON SELLER'S AND THE MEMBERS' AND
SHAREHOLDERS' INDEMNITIES.

(a) Subject to the provisions of 9.2(b) hereof, the
obligations of the Shareholder to indemnify the WCI Indemnitees as
provided in Section 9.1 shall be equal to the amount by which the
cumulative amount of all Losses with respect to any or all WCI Indemnity
Events exceed $25,000 (the "GENERAL DEDUCTIBLE AMOUNT"); provided, that
the amount of any obligation of indemnity arising pursuant to Section
9.1(a) with respect to any representation, warranty or covenant
contained in Sections 3.1 through 3.4, 3.10(b), 3.15 and 3.19 hereof
shall not be subject to the General Deductible Amount.

(b) The maximum amount which the WCI Indemnitees can
recover as a result of one or more WCI Indemnity Events pursuant to the
provisions hereof for Claims shall not in the aggregate exceed the
Purchase Price.

(c) The amount to which the WCI Indemnitees may become
entitled hereunder shall be net of any recovery (whether by way of
payment, discount, credit, setoff, tax benefit, counterclaim or
otherwise) received from a third party (including any insurer or
taxation authority) in respect of such Claim. Any such recovery shall be
promptly repaid by the WCI Indemnitees to the Indemnifying Party, less
all reasonable costs, charges and expenses incurred by the WCI
Indemnitees in obtaining such recovery from the third party.

(d) The WCI Indemnitees will use commercially
reasonable efforts to mitigate the Losses to which they may become
entitled to indemnification hereunder.

9.3. INDEMNITY BY WCI. WCI, subject to the limitations set forth
in Section 9.4, covenants and agrees that it will indemnify and hold harmless
the Seller, the Shareholders and the Members and their respective successors and
assigns (collectively the "SELLER INDEMNITEES"), from and after the Closing
Date, against any and all Losses identified by a Seller or asserted by a Seller
Indemnitee in litigation commenced against WCI provided that in either case any
such Claims Notice shall be given or the litigation commenced prior to the
expiration of the applicable statute of limitations (irrespective of the date of
discovery), with respect to each of the following contingencies (all, the
"SELLER INDEMNITY EVENTS"):

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

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

9.4. LIMITATIONS ON WCI'S INDEMNITIES.

(a) Subject to the provisions of 9.4(b) hereof, the
obligations of WCI to indemnify the Seller Indemnitees as provided in
Section 9.3 shall be equal to the amount by which the cumulative amount
of all Losses with respect to any or all Seller Indemnity Events exceed
the General Deductible Amount.

(b) The maximum amount which the Seller can recover as
a result of one or more Seller Indemnity Events shall not exceed the
Purchase Price, and the liabilities of each Shareholder shall be limited
to the amount of the Purchase Price received by such Shareholder.

(c) The amount to which the Seller Indemnitees may
become entitled hereunder shall be net of any recovery (whether by way
of payment, discount, credit, setoff, tax benefit, counterclaim or
otherwise) received from a third party (including any insurer or
taxation authority) in respect of such Claim. Any such recovery shall be
promptly repaid by the Seller Indemnitees to WCI, less all reasonable
costs, charges and expenses incurred by the Seller Indemnitees in
obtaining such recovery from the third party.

(d) The Seller Indemnitees will use commercially
reasonable efforts to mitigate the Losses to which they may become
entitled to indemnification hereunder.

9.5. NOTICE OF INDEMNITY CLAIM.

(a) In the event that any claim ("CLAIM") is hereafter
asserted against or arises with respect to any WCI Indemnitee or Seller
Indemnitee (an "INDEMNITEE") as to which such Indemnitee may be entitled
to indemnification hereunder, such Indemnitee shall notify Seller and
the Members and the Shareholders or WCI, as applicable (collectively,
the "INDEMNIFYING PARTY") in writing thereof (the "CLAIMS

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NOTICE") within 30 days after (i) receipt of written notice of
commencement of any third party litigation against such Indemnitee, (ii)
receipt by such Indemnitee of written notice of any third party claim
pursuant to an invoice, notice of claim or assessment, against such
Indemnitee, or (iii) such Indemnitee becomes aware of the existence of
any other event in respect of which indemnification may be sought from
the Indemnifying Party (including, without limitation, any inaccuracy of
any representation or warranty or breach of any covenant). The Claims
Notice shall describe the Claim and the specific facts and circumstances
in reasonable detail, and shall indicate the amount, if known, or an
estimate, if possible, of the losses that have been or may be incurred
or suffered by the Indemnitee.

(b) The Indemnifying Party may elect to defend any
Claim for money damages where the cumulative total of all Claims
(including such Claims) do not exceed the limit set forth in Section 9.2
or 9.4, as applicable, at the time the Claim is made, by the
Indemnifying Party's own counsel. Indemnitee may participate, at
Indemnitee's own expense, in the defense of any Claim assumed by the
Indemnifying Party. Without the written approval of Indemnitee, which
approval shall not be unreasonably withheld, the Indemnifying Party
shall not agree to any compromise of a Claim defended by the
Indemnifying Party.

(c) If, within 20 days of the Indemnifying Party's
receipt of a Claims Notice, the Indemnifying Party shall not have
elected to defend the Claim, Indemnitee shall have the right to assume
control of the defense and/or compromise of such Claim, and the costs
and expenses of such defense, including reasonable attorneys' fees,
shall be added to the Claim. The Indemnifying Party shall promptly, and
in any event within 30 days reimburse Indemnitee for the costs of
defending the Claim, including attorneys' fees and expenses.

(d) The party assuming the defense of any Claim shall
keep the other party reasonably informed at all times of the progress
and development of its or their defense of and compromise efforts with
respect to such Claim and shall furnish the other party with copies of
all relevant pleadings, correspondence and other papers. In addition,
the parties to this Agreement shall cooperate with each other and make
available to each other and their representatives all available relevant
records or other materials required by them for their use in defending,
compromising or contesting any Claim. The failure to timely deliver a
Claims Notice or otherwise notify the Indemnifying Party of the
commencement of such actions in accordance with this Section 9.5 shall
not relieve the Indemnifying Party from the obligation to indemnify
hereunder but only to the extent that the Indemnifying Party establishes
by competent evidence that it has been prejudiced thereby.

(e) In the event both the Indemnitee and the
Indemnifying Party are named as defendants in an action or proceeding
initiated by a third party, they shall both be represented by the same
counsel (on whom they shall agree), unless such counsel, the

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Indemnitee, or the Indemnifying Party shall determine that such counsel
has a conflict of interest in representing both the Indemnitee and the
Indemnifying Party in the same action or proceeding and the Indemnitee
and the Indemnifying Party do not waive such conflict to the
satisfaction of such counsel.

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

9.7. NO EXHAUSTION OF REMEDIES OR SUBROGATION; RIGHT OF SET OFF.
Seller and the Members and the Shareholders waive any right to require any
Indemnitee to (i) proceed against any other person or (iii) pursue any other
remedy whatsoever in the power of any Indemnitee. Buyer may, but shall not be
obligated to, set off against any and all payments due Seller under this
Agreement or any other agreement between the parties, any amount to which WCI,
Buyer or any other Indemnitee is entitled to be indemnified hereunder with
respect to any Indemnity Event. Such right of set off shall be separate and
apart from any and all other rights and remedies that the Indemnities may have
against Seller and the Members and the Shareholders or their successors.

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10. OTHER POST-CLOSING COVENANTS OF SELLER, THE MEMBERS,
THE SHAREHOLDERS, WCI AND BUYER

10.1. RESTRICTIVE COVENANTS. Seller, the Shareholders, the
Members and Shareholders' and Members' Affiliates acknowledge that (i) WCI and
Buyer, as the purchasers of the Assets (including the goodwill of the Business),
are and will be engaged in the same business as the Business; (ii) Seller, the
Shareholders, the Members and their Affiliates are intimately familiar with the
Business; (iii) the Business is currently conducted in the State of Nebraska and
WCI and Buyer, directly and indirectly through their Affiliates, currently
conduct business in Nebraska and intend, by acquisition or otherwise, to expand
the Business into other geographic areas of Nebraska where it is not presently
conducted; (iv) Seller, the Shareholders, the Members and their Affiliates have
had access to trade secrets of, and confidential information concerning, the
Business; (v) the agreements and covenants contained in this Section 10.1 are
essential to protect the Business and the goodwill being acquired; and (vi)
Seller, the Shareholders, the Members and their Affiliates have the means to
support themselves and their dependents other than by engaging in a business
substantially similar to the Business and the provisions of this Section 10 will
not impair such ability. Seller and the Shareholders and Members covenant and
agree as set forth in (a), (b) and (c) below with respect to the Business:

(a) NON-COMPETE. For a period commencing on the Closing
Date and terminating five years thereafter (the "RESTRICTED PERIOD"),
Seller, the Shareholders, the Members and their Affiliates shall not,
anywhere in the city of Norfolk, Nebraska or within an area within one
hundred fifty (150) miles of the city limits of Norfolk, Nebraska (the
"RESTRICTED TERRITORY"), directly or indirectly, acting individually or
as the owners, shareholders, partners, or employees of any entity, (i)
engage in the operation of a solid waste collection, transporting,
disposal and/or composting business, transfer facility, recycling
facility, materials recovery facility or solid waste landfill; (ii)
enter the employ of, or render any personal services to or for the
benefit of, or assist in or facilitate the solicitation of customers
for, or receive remuneration in the form of salary, commissions or
otherwise from, any business engaged in such activities; or (iii)
receive or purchase a financial interest in, make a loan to, or make a
gift in support of, any such business in any capacity, including,
without limitation, as a sole proprietor, partner, shareholder, officer,
director, principal, agent, trustee or lender; provided, however, that
any of Seller or the Shareholders may own, directly or indirectly,
solely as an investment, securities of any business traded on any
national securities exchange or NASDAQ, provided none of Seller or the
Members or Shareholders is a controlling person of, or member of a group
which controls, such business and further provided that Seller and the
Members and Shareholders do not, in the aggregate, directly or
indirectly, own 5% or more of any class of securities of such business.

(b) CONFIDENTIAL INFORMATION. During the Restricted
Period and thereafter, Seller, the Members and Shareholders and their
Affiliates shall keep secret and retain in strictest confidence, and
shall not use for the benefit of themselves or others, all

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data and information relating to the Business ("CONFIDENTIAL
INFORMATION"), including without limitation, the existence of and terms
of this Agreement, know-how, trade secrets, customer lists, supplier
lists, details of the Assumed Contracts, pricing policies, operational
methods, marketing plans or strategies, bidding practices and policies,
product development techniques or plans, and technical processes;
provided, however, that the term "Confidential Information" shall not
include information that (i) is or becomes generally available to the
public other than as a result of disclosure by Seller or any of the
Members or Shareholders, in breach of any agreement with Buyer, (ii) is
general knowledge in the solid waste handling and landfill business and
not specifically related to the Business, or (iii) is disclosed to
Seller, the Shareholders or the Members by a third party lawfully in
possession of such information.

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

(d) NON-SOLICITATION. Without the consent of WCI, which
may be granted or withheld by WCI in its discretion, Seller, the
Members, Shareholders and their Affiliates shall not solicit any
employees of WCI, Buyer or their Affiliates to leave the employ of WCI,
Buyer or their Affiliates and join Seller, any of the Members or
Shareholders or Affiliate in any business endeavor owned or pursued by
any of them.

(e) NO DISPARAGEMENT. From and after the Closing Date,
none of Seller nor the Members or Shareholders shall, in any way to any
customer or employee of the Business or Buyer, denigrate or derogate
WCI, Buyer or any of their subsidiaries, or any officer, director or
employee, or any product or service or procedure of any such company
whether or not such denigrating or derogatory statements shall be true
and are based on acts or omissions which are learned by Seller or the
Members or Shareholders from and after the date hereof or on acts or
omissions which occur from and after the date hereof, or otherwise. A
statement shall be deemed denigrating or derogatory to any person if it
adversely affects the regard or esteem in which such person or entity is
held by such person. Without limiting the generality of the foregoing,
none of Seller nor the Shareholders shall, directly or indirectly in any
way in respect of any such company or any such directors or officers,
communicate with, or take any action which is adverse to the position of
any such company with any customer or employee of the Business or Buyer.
This paragraph does not apply to the extent that testimony is required
by legal process, provided that WCI has received not less than five
days' prior written notice of such proposed testimony, or such lesser
actual notice as Seller or any Member or Shareholder shall have.

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10.2. RIGHTS AND REMEDIES UPON BREACH. If Seller, the
Shareholders or any Affiliate breaches, or threatens to commit a breach of, any
of the provisions of Section 10.1(a), (b) or (d) herein (the "RESTRICTIVE
COVENANTS"), WCI and Buyer shall have the following rights and remedies, each of
which rights and remedies shall be independent of the others and severally
enforceable, and each of which is in addition to, and not in lieu of, any other
rights and remedies available to Buyer at law or in equity:

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

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

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

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

(e) ENFORCEABILITY IN JURISDICTION. WCI, Buyer, Seller
and the Members and Shareholders intend to and hereby confer
jurisdiction to enforce the Restrictive Covenants upon the courts of any
jurisdiction within the geographic scope of the Restrictive Covenants.
If the courts of any one or more of such jurisdictions hold the
Restrictive Covenants unenforceable by reason of the breadth of such
scope or otherwise, it is the intention of WCI, Buyer, Seller and the
Members and Shareholders that such determination not bar or in any way
affect Buyer's right to the relief provided above in the courts of any
other jurisdiction within the geographic scope of the Restrictive
Covenants as to breaches of such covenants in such other respective
jurisdictions, such

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covenants as they relate to each jurisdiction being, for this purpose,
severable into diverse and independent covenants.

11. EXCLUSIVE NEGOTIATIONS

Following execution of this Agreement, Seller and the Members and
Shareholders shall not, and Seller shall not permit its employees or agents to,
initiate, negotiate or discuss with any other person or entity the possible sale
of all or substantially all of the Assets or the Business with any party other
than Buyer. Seller and the Members and Shareholders hereby confirm that no
person or entity presently has or may acquire any rights to purchase or
otherwise acquire the Assets or the Business.

12. GENERAL

12.1. ADDITIONAL CONVEYANCES. Following the Closing, Seller and
Buyer shall each deliver or cause to be delivered at such times and places as
shall be reasonably agreed upon such additional instruments as Buyer or Seller
may reasonably request for the purpose of carrying out this Agreement. Seller
will cooperate with WCI and Buyer on and after the Closing Date in furnishing
information, evidence, testimony and other assistance in connection with any
actions, proceedings or disputes of any nature with respect to matters
pertaining to all periods prior to the date of this Agreement.

12.2. ASSIGNMENT. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, the successors or assigns of WCI,
Buyer and Seller and the heirs, legal representatives or assigns of the Members
and Shareholders; provided, however, that any such assignment shall be subject
to the terms of this Agreement and shall not relieve the assignor of its or his
responsibilities under this Agreement. Buyer may assign some or all of its
rights hereunder to another Affiliate of WCI.

12.3. [INTENTIONALLY OMITTED.]

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

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

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U.S. mail or one business day following deposit with an air courier service:

If to Seller: XxXxx Xxxxx
000 X. Xxxxxxx
Xxxxxxx, XX 00000-0000

With a copy to: Xxxxxxx X. Xxxxxxxx, Esq.
Xxxxxxxx & Xxxxxx
X.X. Xxx 00
000 Xxxxxxxxx Xxxx.
Xxxxxxx, XX 00000-0000

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

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

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

12.7. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nebraska without regard to
its conflict of laws provisions.

12.8. PAYMENT OF FEES AND EXPENSES. Whether or not the
transactions herein contemplated shall be consummated, each party hereto will
pay its own fees, expenses and disbursements incurred in connection herewith and
all other costs and expenses incurred in the performance and compliance with all
conditions to be performed hereunder.

12.9. INCORPORATION BY REFERENCE. All Schedules and Exhibits
attached hereto are incorporated herein by reference as though fully set forth
at each point referred to in this Agreement.

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

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of this Agreement.

12.11. NUMBER AND GENDER OF WORDS. Whenever the singular number
is used herein, the same shall include the plural where appropriate, and shall
apply to all of such number, and to each of them, jointly and severally, and
words of any gender shall include each other gender where appropriate.

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

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

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

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

TERM SECTION
---- -------

Act 1.6
Affiliate 3.9.
Assets 1.1.
Assumed Contracts 1.1.(b)
Average Closing Price 1.5
Business First Recital
Buyer Parties
Claim 10.3.(a)
Claims Notice 10.3.(a)
Closing 2.
Closing Date 2.0

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TERM SECTION
---- -------

Closing Date Debt 3.19.(a)
Confidential Information 11.1.(b)
Employment Agreement 8.1
Environmental Laws 3.20.
Environmental Site 10.1.
Environmental Site Losses 10.1.
Excluded Assets 1.1.
Excluded Liabilities 1.3.
Facility 3.8.(c)
Facilities 3.8.(c)
Facility Property 3.8.(c)(iii)
Financial Statements 3.5
General Deductible Amount 9.2
Governmental Permits 1.1.(c)
Hazardous Material 3.20.(e)
Hazardous Waste 3.20.(e)
Indemnifying Party 10.3.(a)
Indemnitees 10.1.
Indemnity Events 10.1.
Laws 3.20.
Losses 9.1
Measurement Date 3.5.
Members Parties
Purchase Price 1.4.
Records, Notifications and Reports 3.8.(b)
Release 10.1.(b)
Representations and Warranties 10.4.
Restrictive Covenants 11.2.
Restricted Period 11.1.(a)
Restricted Territory 10.1
Seller Parties
Seller Indemnitees 9.3
Seller Indemnity Events 9.3
Shares 1.5
Shareholders Parties
Closing Date 3.
WCI Parties
WCI Indemnitees 9.1
WCI Indemnity Event 9.1
WCI Stock 1.5
Buyer Parties

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

SELLER: Affiliated Waste Services, L.L.C.

By:________________________________

_____________________, President

THE MEMBERS: Leroy's Sanitary Service, Inc.

By: _______________________________
Name: _____________________________
Title: ____________________________

Xxxxxx' Sanitary Service, Inc.

By: _______________________________
Name: _____________________________
Title: ____________________________

Elden's Sanitary Service, Inc.

By: _______________________________
Name: _____________________________
Title: ____________________________

THE SHAREHOLDERS:

___________________________________
XxXxx Xxxxx

___________________________________
Xxxxxx Xxxxx

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___________________________________
Xxxxxx X. Xxxxx

___________________________________
Xxxx Xxxxx

___________________________________
Xxxxx X. Xxxxx

___________________________________
Xxxxx Xxxxx

WCI: Waste Connections, Inc.

By:________________________________
Xxxxxx X. Xxxxxxxxxxxx
President, Chief Executive
Officer and Chairman

BUYER: Waste Connections of Nebraska, Inc.

By:________________________________
Xxxxxx X. Xxxxxxxxxxxx
President

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1 Exhibit 10.40 ASSET PURCHASE AGREEMENT Dated as of September 18, 1998, by and among

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