<PAGE>
                                                                  Exhibit 10.29


                    AGREEMENT REGARDING TRANSPORTATION SERVICES

This Agreement Regarding Transportation Services (the "Agreement") is 
effective as of the 8th day of June, 1998 (the "Effective Date") by and 
between USA Waste of California, Inc., a Delaware corporation ("Shipper"), 
AMCOR Capital Corporation, a Delaware corporation ("AMCOR") and AMCOR 
Biomass, Inc., a Delaware corporation ("Carrier").

                               W I T N E S S E T H

In consideration of the mutual covenants and agreements herein set forth, and 
other good and valuable consideration, Carrier and Shipper do hereby agree as 
follows:

1. TRANSPORTATION SERVICES.

    1.1.  Effective on the Commencement Date, Carrier will have the
          exclusive right to transport for Shipper all Acceptable Waste
          described in Exhibits "A-1" and "A-2" and any supplements,
          reissuances or amendments thereto which have been agreed to and
          initialed by each of the parties hereto (collectively,
          "Amendments") (hereinafter each reference to Exhibits "A-1" and
          "A-2" shall be deemed to refer to such Exhibits "A-1" and "A-2"
          and any Amendments thereto) between the points named therein and
          subject to the terms and provisions set forth below.

    1.2.  Effective on the Commencement Date, Shipper shall utilize Carrier
          exclusively to transport the Acceptable Waste described in
          Exhibits "A-1" and "A-2" from Shipper's Facility(s) (i.e.
          transfer stations) described in Exhibits "A-1 and "A-2" and any
          supplements, reissuances or amendments thereto which have been
          agreed to and initialed by each of the parties hereto
          (collectively, "Amendments") (hereinafter each reference to
          Exhibits "A-1" and "A-2" shall be deemed to refer to such
          Exhibits "A-1" and "A-2" and any Amendments thereto), to the
          Final Destination as described in Exhibits "A-1" and "A-2", and
          Carrier shall have the right to haul and deliver all such waste
          material as long as it strictly fulfills its obligations under
          this Agreement. This right of shipment shall not be applicable to
          other commodities or material shipped by Shipper. Carrier shall
          have no right to perform services, or obtain compensation
          therefor, other than as expressly set forth in this Agreement or
          by separate written agreement between the parties.

    1.3.  The amount of Acceptable Waste received at Shipper's Facility(s)
          on a daily basis is subject to variation the term of this
          Agreement. Shipper makes no representations or warranties as to
          the amount of waste material that will be made available to
          Carrier for transportation during the term of this Agreement, and
          all amounts stated in Exhibits "A-1" and "A-2" are estimates
          only, provided in good faith by Shipper and accurate to the best
          of its knowledge as of the date of execution of this Agreement.
          Shipper shall provide Carrier with at least three (3) business
          days notice if it anticipates a substantial increase in the
          amount of waste material to be transported by Carrier on a daily
          basis.

    1.4.  In the event of Amendments to Exhibits "A-1" and "A-2" suggested
          by Shipper, or the request of Shipper that Carrier perform
          additional services, the parties agree to negotiate in good faith
          for any changes in the transportation rate or a rate to be
          charged for any additional services, as appropriate.
          Notwithstanding any provision herein to the contrary, in the
          event the parties are unable to reach agreement on a change in
          the transportation rate, or a rate to be charged for any
          additional services, Shipper shall have the right to obtain the
          changed or additional services from another party without
          penalty, provided, however, that the parties for a period of not
          less than thirty (30) days attempt in good faith to resolve the
          determination of rates for changed or additional services by
          mediation under the


                                          1
<PAGE>

          Commercial Mediation Rules of the American Arbitration
          Association ("AAA"). If the parties cannot agree on the selection
          of the mediator, the AAA will select the mediator.
          Notwithstanding the above, Carrier shall have the right to
          continue providing existing services (i.e. not the subject of
          Shipper's request for changed or additional services) on an
          exclusive basis for the term of this Agreement.

2.  TERMS OF PAYMENT.

    2.1.  Carrier will charge for the above transportation service on the
          basis of the rates, charges and provisions set forth in Exhibits
          "A-1" and "A-2".

    2.2.  Shipper shall pay Carrier for transportation services performed
          within 30 days of invoice date. Carrier will bill Shipper on or
          before the 15th day and the 30th day of the month for services
          performed during the period since the last invoice. Shipper must
          notify Carrier of any discrepancies in billings made within ten
          (10) days of receipt. All undisputed amounts must be paid within
          thirty (30) days of the invoice date.

3.  TRACTORS, DRIVERS AND WORK RULES. Carrier will supply, maintain and
    operate such tractors and provide the services of, and supervise,
    drivers as in each instance are required to perform the transportation
    service. Carrier shall provide all necessary trailers to perform the
    services described in Exhibit A-2 (South Gate Transfer Station) and
    Shipper will provide all necessary trailers to perform the services
    described in Exhibit A-1 (Carson Transfer Station). Carrier warrants
    that it will maintain its tractors, and any other vehicles used under
    this Agreement, in roadworthy condition and comply with all state and
    federal safety regulations, particularly with regard to the replacement
    of tires and brakes. Carrier may, but is not required to, store
    tractors used for this Agreement at Shipper's Facility in a location
    designated by Shipper. Shipper shall operate the Shipper's Facility(s)
    in a reasonable and prudent manner so as to prevent or minimize any
    damage to Carrier's tractors or trailers while at Shipper's
    Facility(s), other than normal wear and tear. Carrier shall hold
    Shipper harmless for any damage to its tractors and trailers while at
    Shipper's Facility except to the extent that such damage is caused by
    the negligence of Shipper, its employees or agents. In addition to the
    foregoing, Carrier will implement, maintain and enforce Work Rules that
    at a minimum contain the provisions set forth on Exhibit "B". Carrier's
    failure to implement, maintain and enforce its Work Rules shall
    constitute a material breach of this Agreement.

4.  CARE, CUSTODY AND CONTROL. Carrier shall have the sole and exclusive
    care, custody and control of the Acceptable Waste described in the
    applicable section of Exhibits "A-1" and "A-2" from the time Carrier
    attaches its tractor to Shipper's loaded trailer until the Acceptable
    Waste is discharged from such trailer at the Final Destination
    specified by Shipper. Carrier assumes full responsibility for any
    damage thereto or loss thereof, however occurring, during the time that
    said Acceptable Waste and trailers are in Carrier's custody or
    possession. Once the waste material is discharged from the trailer at
    the Final Destination to the reasonable satisfaction of Shipper,
    Shipper shall protect, defend and indemnify Carrier from any future
    environmental liability in accordance with the terms and conditions of
    Section 8.4 below.

5.  COMPLIANCE WITH LAWS. Carrier agrees to comply with all local, state
    and federal laws, regulations, approvals, requirements or orders
    applicable to its performance under this Agreement and respecting all
    of Carrier's operations hereunder. Without limiting the foregoing,
    Carrier will at all times have and maintain all permits,
    authorizations, registrations and franchises, and will make all filings
    and notifications, required in order to perform its obligations
    hereunder.

6.  NOTIFICATION OF LOSS. Carrier shall give prompt notice to Shipper of
    losses, damage injuries or liabilities to or involving persons or
    property of Shipper, Carrier, third parties or the waste material in
    any way related to the services covered by this Agreement.


                                          2
<PAGE>

7.  RELATIONSHIP OF THE PARTIES. In the performance of the Agreement,
    Carrier and/or its agents and employees are not the agents or employees
    of Shipper, but Carrier is an independent contractor, employing agents
    and/or employees under the exclusive management and control of Carrier.

8.  INDEMNIFICATION.

    8.1.  Carrier and AMCOR agree to defend, indemnify and hold Shipper
          harmless and assume full responsibility for payment of all State
          and Federal taxes for unemployment insurance, workers'
          compensation, old age pensions or under any social security laws
          or law, as to all employees of Carrier engaged in the performance
          of this Agreement.

    8.2.  Carrier and AMCOR agree to defend, indemnify and hold Shipper
          harmless for losses, damages, injuries or death that arise in
          connection with the acts or omissions of Carrier in the
          performance of its duties under this Agreement, or a violation of
          applicable laws and regulations.

    8.3.  Shipper agrees to defend, indemnify and hold Carrier and AMCOR
          harmless for damages, injuries or death that arise in connection
          with the acts or omissions of Shipper in the performance of its
          duties under this Agreement, or a violation of applicable laws
          and regulations.

    8.4.  Shipper agrees to defend, indemnify and hold Carrier and AMCOR
          harmless for any losses, injuries, or claims (including but not
          limited to Removal or Remedial actions brought pursuant to the
          Comprehensive Environmental Response, Compensation and Liability
          Act, 42 U.S.C Section 9601 et seq., or any similar state or local
          law) that arise in connection with the release of Hazardous
          Substances (as that term is defined under 42 U.S.C. Section
          9601(14) or any similar state or local law) from the facility
          which is the Final Destination for waste material transported by
          Carrier, provided, however, that this indemnity shall not apply
          to the extent (i) that Carrier, and not Shipper, selected the
          Final Destination for the waste material or (ii) the negligence
          or willful misconduct of Carrier in the performance of its duties
          under this Agreement.

9.  TERM. This Agreement shall remain in effect for an initial term of five
    (5) years from the Effective Date of this Agreement. Thereafter, the
    term of this Agreement shall be automatically extended for two
    successive five (5) year terms, unless notice in writing of termination
    is given by either party to the other not less that 180 days prior to
    the end of the the initial term or any successive term (the "Nonrenewal
    Notice"). Notwithstanding the foregoing, at any time this Agreement may
    be terminated for Cause by either party following written notice and
    opportunity to cure of fifteen (15) days, upon 60 days' written notice
    (except as otherwise provided herein). For purposes of this Agreement,
    "Cause" shall include, but shall not be limited to:

    9.1.  The failure of Carrier to give notice of the Commencement Date
          within six (6) months of the date of execution of this Agreement,
          except where arising from an event of Force Majeure;

    9.2.  the failure of Carrier to perform or observe (unless arising from
          events of Force Majeure as hereinafter defined) any of the terms
          or provisions of this Agreement;

    9.3.  dishonesty or misconduct on the part of Carrier that is or is
          reasonably likely to be damaging or detrimental to the business
          of Shipper;

    9.4.  the assignment or sale of Carrier or AMCOR to a direct competitor
          of Shipper, or any other material change in the ownership or
          control of Carrier (including but not limited to the


                                          3
<PAGE>

          acquisition, through one or more transactions, of 50% or more of
          the voting stock of Carrier or AMCOR by a person or persons not
          already owning 50% of the voting stock of Carrier or AMCOR) not
          approved by Shipper;

    9.5.  the failure of Carrier to provide the necessary equipment and
          remove all waste material from Shipper's Facility(s) that Carrier
          is capable of in good faith during the authorized operating hours
          as set forth in Shipper's Solid Waste Facility Permit, or other
          permits, licenses or approvals governing the operation of
          Shipper's Facility(s) the "Permits");

    9.6.  actions on the part of Carrier that cause Shipper to be in
          material or repeated violation of Shipper's Permits, or the
          permits, licenses or approvals governing the operation of
          disposal facilities owned or operated by Shipper or its affiliate
          (; or

    9.7.  failure to maintain the insurance coverages as set forth in
          Section 15;

    provided, however, that (i) Carrier and AMCOR agree with respect to 
    Section 9.4 above to notify Shipper thirty (30) days prior to the 
    closing of any such sale or transaction and that Shipper shall have 
    the right upon such prior notification to terminate this Agreement 
    immediately upon 30 days' notice thereof to Carrier, (ii) that if 
    Shipper becomes entitled to terminate with Cause pursuant to 
    Sections 9.5 or 9.6 above, then notice of breach may be made by any 
    means, Carrier's opportunity to cure shall extend only until two 
    hours prior to the commencement of operations at Shipper's Facility(s) 
    on the business day following the day on which notice of breach is 
    provided, and Shipper shall have the right to provide for 
    transportation of the waste material through other parties at 
    Carrier's expense or to terminate this Agreement upon forty-eight (48) 
    hours notice thereof to Carrier, and (iii), that if Shipper becomes 
    entitled to terminate with Cause pursuant to Section 9.7 above, then 
    following written notice and opportunity to cure of five (5) business 
    days, Shipper shall have the right to provide for transportation of 
    the waste material through other parties at Carrier's expense or to 
    terminate this Agreement upon forty-eight (48) hours notice thereof 
    to Carrier.

10. FORCE MAJEURE. In the event that either party is prevented from
    performing its duties and obligations pursuant to this Agreement by
    circumstances beyond its control, including, without limitation, fires,
    floods, labor disputes, or Acts of God (hereinafter referred to a
    "Force Majeure") such that Shipper is unable to provide the waste
    material for shipment or Carrier is unable to carry the waste material,
    then the affected party shall be excused from performance hereunder
    during the period of such disability and the term of the Agreement
    shall be extended for a period identical to the period of such
    disability. The party claiming Force Majeure shall promptly notify the
    other when it learns of the existence of a Force Majeure condition and
    shall similarly notify the other within a period of two (2) days,
    excluding weekends and holidays, when the Force Majeure condition has
    terminated. In the event Carrier fails to take delivery of shipments of
    waste under this Agreement as a result of Force Majeure, bankruptcy or
    insolvency Shipper shall have the right to engage another party to make
    such Shipment without liability to Carrier hereunder.

11. UNACCEPTABLE WASTE. In the event that Shipper delivers Unacceptable
    Waste to Carrier, Shipper, upon notification, shall take immediate
    measures to remove the Unacceptable Waste for proper handling and
    disposal at its own expense. If the Unacceptable Waste is not removed
    within twenty-four (24) hours from receipt of notice, Carrier shall
    have the right and authority to handle and dispose of the Unacceptable
    Waste, and Shipper agrees to reimburse Carrier for its reasonable costs
    related to the handling and disposal of the of Unacceptable Waste.
    Shipper shall indemnify and hold Carrier harmless from and against any
    any losses, injuries, or claims (including, but not limited to,
    reasonable investigation and legal expenses) as incurred arising,
    caused by, or resulting from Shipper's delivery of Unacceptable Waste.


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<PAGE>

12. REPRESENTATIONS AND WARRANTIES.

    12.1. Shipper's Representations. Shipper has the full right, power and
          authority to enter into this Agreement as provided herein, and to
          perform its obligations hereunder, and the individual executing
          this Agreement is authorized to execute the Agreement on behalf
          of Shipper. Shipper's execution of this Agreement and the
          performance of its obligations hereunder will not (i) violate any
          constitution, statute, regulation, rule, injunction, judgment,
          order, decree, charge, or other restriction of any government,
          governmental agency, or court to which Shipper is subject or any
          provision of the articles or bylaws of Shipper or (ii) conflict
          with, result in a breach of, constitute a default under, result
          in the acceleration of, or create in any party the right to
          accelerate, terminate, modify, or cancel, any agreement,
          contract, lease, license, instrument, or other arrangements to
          which Shipper is a party or to which any of its assets are
          subject (or result in the imposition of any security interest
          upon any of its assets), including but not limited to any
          collective bargaining agreement or any solid waste collection
          franchise agreement with a local governmental entity held by
          Shipper or its affiliates. Shipper represents that to the best of
          its knowledge and belief Carrier's performance of its obligations
          pursuant to this Agreement will not subject Carrier to any taxes,
          fees or charges imposed on a weight or volumetric basis on solid
          waste operations, including but not limited to the Los Angeles
          County Solid Waste Management Fee or any franchise fees payable
          pursuant to any solid waste collection franchise agreement with a
          local governmental entity held by Shipper or its affiliates.

    12.2. Carrier's and AMCOR's Representations. Carrier and AMCOR have the
          full right, power and authority to enter into this Agreement as
          provided herein, and to perform their respective obligations
          hereunder, and the individual executing this Agreement is
          authorized to execute the Agreement on behalf of Carrier and
          AMCOR. Carrier's and AMCOR's execution of this Agreement and the
          performance of their respective obligations hereunder will not
          (i) violate any constitution, statute, regulation, rule,
          injunction, judgment, order, decree, charge, or other restriction
          of any government, governmental agency, or court to which Shipper
          is subject or any provision of the articles or bylaws of Carrier
          or AMCOR or (ii) conflict with, result in a breach of, constitute
          a default under, result in the acceleration of, or create in any
          party the right to accelerate, terminate, modify, or cancel, any
          agreement, contract, lease, license, instrument, or other
          arrangements to which Carrier or AMCOR is a party or to which any
          of its assets are subject (or result in the imposition of any
          security interest upon any of its assets).

13. AMCOR'S GUARANTY. AMCOR agrees to be fully responsible for and to
    assure performance of the financial obligations of Carrier pursuant to
    this Agreement. Upon demand of Shipper, AMCOR shall promptly pay all
    monies due and owing by Carrier.

14. PUBLICITY. The parties agree that any press releases, brochures,
    promotional materials or investor communications will be provided to
    the other in advance for review and approval, which shall not be
    withheld unreasonably. In addition, Carrier and AMCOR shall make no
    disclosures of any kind regarding this transaction until forty-eight
    (48) hours in advance of the Commencement Date, unless required by law.

15. INSURANCE. Carrier agrees to furnish to Shipper, upon execution,
    certificates attesting to the existence of the following insurance, to
    maintain the following insurance during the term of this Agreement:


                                          5
<PAGE>

<TABLE>
<CAPTION>
         Coverages                                Limits of Liability
         ---------                                -------------------
         <S>                                      <C>
         Workmen's Compensation                   Statutory

         Employer's Liability                     $1,00,000 Each Occurrence

         General Liability, Including             $5,000,000 Combined Single
         Bodily Injury, Property                  Limit, Each Occurrence
         Damage and Contractual Liability

         Automobile Liability, Including          $5,000,000 Combined Single
         Bodily Injury and Property               Limit, Each Occurrence
         Damage
</TABLE>


    Each such certificate shall contain a statement of the insurer's
    obligation to notify the party to whom the certificate is addressed at
    least thirty (30) days prior to cancellation of any policy covered
    thereunder.

    Customer's General Liability and Automobile Liability policies
    shall name Shipper as an additional insured.

16. ASSIGNMENT. This Agreement is not assignable by Carrier, nor may there
    be any other material change in the ownership or control of Carrier
    without the written consent of Shipper, which shall not be withheld
    unreasonably. This Agreement is not assignable by Shipper without the
    written consent of Carrier, which shall not be withheld unreasonably,
    except that Carrier's consent shall not be required for an assignment
    to an affiliate of Shipper.

17. NOTICES. All notices required under this Agreement shall be to the
    following addresses:

          If to Shipper:                USA Waste of California, Inc,
                                        Los Angeles Division
                                        1970 East 213th Street
                                        Long Beach, CA 90810
                                        Attn: Division Manager

          If to Carrier and AMCOR:      AMCOR Capital Corporation
                                        12815 East Imperial Highway
                                        Santa Fe Springs, CA 92670
                                        Attn: Eugene Tidgewell,
                                              Vice President/CFO

18. GOVERNING LAW. This Agreement shall be construed under and in
    accordance with the laws of the State of California.

19. HEADINGS. The headings in this Agreement are intended for convenience
    and identification only, are in no way intended to describe, interpret,
    define, or limit the scope, extent or intent of this Agreement or any
    provision hereof and shall be disregarded in the construction and
    enforcement of this Agreement.

20. CONSTRUCTION. Each of the parties hereto agree and acknowledge that
    each party has reviewed and has had the opportunity to revise this
    Agreement and that the normal rule of construction


                                          6
<PAGE>

    to the effect that any ambiguities are to be resolved against the
    drafting party shall not be employed to the interpretation of this
    Agreement or any amendment or exhibit hereto.

21. SEVERABILITY. Every provision of this Agreement is intended to be
    severable. If any term or provision is illegal or invalid for any
    reason whatsoever, such illegality or invalidity shall not affect the
    validity of the remainder hereof.

22. REMEDIES CUMULATIVE. The rights and remedies provided by this Agreement
    are cumulative and the use of any one right or remedy by either party
    shall not preclude or waive its right to use any or all other remedies.
    Said rights and remedies are given in addition to other rights the
    parties may have by law, statute, ordinance or otherwise.

23. ENTIRE AGREEMENT. This Agreement and the exhibits hereto constitute the
    entire agreement and understanding of the parties with respect to the
    subject matter hereof, and supersede all prior and contemporaneous
    agreements and understandings, oral or written, relative to said
    subject matter. No amendment, modification or alteration of the terms
    hereof shall be binding unless the same shall be in writing, dated
    subsequent to the date hereof, and duly executed (or, with respect to
    Exhibit A, initialed) by the parties hereto.

24. DEFINITIONS. As used in this Agreement, the following terms shall have
    the meanings set forth below.

    24.1. "Acceptable Waste" means all garbage, refuse, rubbish and other
          materials and substances discarded or rejected as being spent,
          useless, worthless, or in excess to the owners at the time of
          such discard or rejection and which are normally disposed of, or
          collected from residential (single family or multi-family),
          commercial, industrial, governmental and institutional
          establishments which are acceptable for disposal at Class III
          landfills in California.

    24.2. "Commencement Date" means the date upon which Carrier has
          obtained the necessary equipment and is ready, willing and able
          to perform its obligations under this Agreement. Carrier shall
          give Shipper at least ten (10) days written notice prior to the
          estimated date on which it intends to begin performance.
          Notwithstanding any provision herein to the contrary, Carrier
          shall not be obligated to commence services pursuant to this
          Agreement unless and until each of the Contingencies to Closing
          set forth in Section 6.1 of the Real Estate Purchase Agreement
          and Escrow Instructions between Carrier, AMCOR and an affiliate
          of Shipper, dated June 8, 1998 have been satisfied, except for
          the contingency set forth in Section 6.1.5 or to the extent that
          any of the contingencies have been waived by Carrier.

    24.3. "Unacceptable Waste" means Hazardous Waste; Hazardous Substances;
          Hazardous Materials; untreated medical waste; Household
          Hazardous Waste that has been separated from Acceptable Waste,
          and waste that is not acceptable for disposal at Class III
          landfills in California.


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<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

         AMCOR Capital Corporation           USA Waste of California, Inc.

By: /s/ Fred Behrens                    By: /s/ W.C. Zeto
    -------------------------------         ---------------------------------
Title: CHAIRMAN                         Title: Vice President
       ----------------------------            ------------------------------

         AMCOR Biomass, Inc.

By: /s/ Fred Behrens
    -------------------------------
Title: CHAIRMAN
       ----------------------------


                                          8
<PAGE>

                                    EXHIBIT A-1

              TRANSPORTATION SERVICES TERMS - CARSON TRANSFER STATION

     Waste Material/Product:            Acceptable Waste


     Shipper's Facility(s):             Carson Transfer Station
                                        321 Francisco Street
                                        Carson, CA 90745

     Hauling Rate:                      Rates are calculated per load and vary
                                        by transfer final destination
                                        (landfill). Current rates are as for
                                        the Carson Transfer Station are as
                                        follow:
<TABLE>
<CAPTION>
                                        LANDFILL                 RATE PER LOAD
                                        --------------------------------------
                                        <S>                      <C>
                                        Chiquita Canyon          $120
                                        Puente Hills             $ 80
                                        El Sobrante              $121.50
                                        CIM (Green Waste)        $ 85
</TABLE>

     Hauling Rate Adjustment:           The Hauling Rate will be adjusted
                                        upward annually on each anniversary of
                                        the Effective Date to reflect increases
                                        (not decreases) in the Consumer Price
                                        Index for the Los Angeles-Long Beach-
                                        Anaheim area, as published by the U.S.
                                        Department of Labor, Bureau of Labor
                                        Statistics. In addition, Hauling Rate
                                        shall be increased or decreased to
                                        reflect extraordinary increases or
                                        decreases in the cost of fuel, upon
                                        presentation of appropriate
                                        documentation by the party seeking the
                                        adjustment.

     Estimated Daily Tonnage:           Average of 2,700 tons per day Monday
                                        through Saturday

     Special Requirements               As set forth in El Sobrante Landfill
     (El Sobrante)                      Agreement between USA Waste and
                                        Riverside County, as it currently
                                        exists or may be amended, including (i)
                                        identifying markings on the tractors,
                                        (ii) refraining from transporting waste
                                        on SR91 through Corona from 6:00 - 8:30
                                        am and 4:00 - 6:30 pm Monday -Friday,
                                        and (iii) entering and exiting the I-15
                                        freeway only at Temescal Canyon Road.


<PAGE>

                                     EXHIBIT A-2

             TRANSPORTATION SERVICES TERMS - SOUTH GATE TRANSFER STATION

     Waste Material/Product:            Acceptable Waste

     Shipper's Facility(s):             South Gate Transfer Station
                                        4489 Ardine Street
                                        South Gate, CA 90280

     Hauling Rate:                      Rates are calculated per load and vary
                                        by transfer final destination
                                        (landfill). Current rates are as for
                                        the South Gate Transfer Station are as
                                        follow:
<TABLE>
<CAPTION>
                                        LANDFILL                   RATE PER LOAD
                                        ----------------------------------------
                                        <S>                        <C>
                                        Chiquita Canyon            $160
                                        Puente Hills               $120
                                        El Sobrante                $161.50
                                        Chino                      $125
                                        Irvine/Frank Bowerman L/F  $135
</TABLE>

     Hauling Rate Adjustment:           The Hauling Rate will be adjusted
                                        upward annually on each anniversary of
                                        the Effective Date to reflect increases
                                        (not decreases) in the Consumer Price
                                        Index for the Los Angeles-Long Beach-
                                        Anaheim area, as published by the U.S.
                                        Department of Labor, Bureau of Labor
                                        Statistics. In addition, Hauling Rate
                                        shall be increased, or decreased to
                                        reflect extraordinary increases or
                                        decreases in the cost of fuel, upon
                                        presentation of appropriate
                                        documentation by the party seeking the
                                        adjustment.

     Estimated Daily Tonnage:           Average of 1,000 tons per day Monday
                                        through Saturday

     Special Requirements               As set forth in El Sobrante Landfill
     (El Sobrante)                      Agreement between USA Waste and
                                        Riverside County, as it currently
                                        exists or may be amended, including (i)
                                        identifying markings on the tractors,
                                        (ii) refraining from transporting waste
                                        on SR91 through Corona from 6:00 - 8:30
                                        am and 4:00 - 6:30 pm Monday -Friday,
                                        and (iii) entering and exiting the I-15
                                        freeway only at Temescal Canyon Road.


<PAGE>
                                     EXHIBIT B

                                AMCOR BIOMASS, INC.
                                     WORK RULES
                                                                     PAGE 1 OF 3

The following work rules are for the purpose of governing drivers employed by
AMCOR Biomass, Inc., hereinafter referred to as "drivers," while utilizing the
property of USA Waste of California, hereinafter referred to as "company."

We ask that all drivers read and understand the following work rules. They are
intended as a guide for all drivers so there will be no confusion or
misunderstanding of what the company expects from each of you.

All drivers are invited and encouraged to discuss all work problems with their
supervisor or the district manager or operations manager of the company.
Specific problems which interfere with the completion of your work in a prompt
and correct manner should be brought to the attention of your immediate
supervisor or the company district manager as soon as they develop. Failure to
do so can only result in growing problems for all of us.

MANAGEMENT RIGHTS

The company reserves the right to assign work, schedule production, or request
that TransPacific reassign any driver by necessity to enforce compliance with
the rules and regulations of conduct and safety. These rights are vested solely
and exclusively with and retained by the company, except as specifically
mediated by the terms of the agreement.

DISHONESTY, THEFT AND PILFERAGE

Theft, pilferage or unauthorized possession of company owned property or the
property of others and any other form of dishonesty will not be tolerated.

LOITERING

Drivers are requested not to loiter on company premises before or after their
week's shift, or on their day off. Loitering will only interfere with those
drivers who are working.

DEPARTMENT OF TRANSPORTATION (D.O.T.)

As contractor transporting company trailers, it is imperative that the contract
drivers meet all D.O.T. requirements. Company reserves the right to have access
to and inspect all contractors employee D.O.T. files for compliance.



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SAFETY

Each driver is responsible for compliance of all established safety rules on
landfills, disposal sites, and while on company owned property.

All drivers must report immediately any and all accidents involving company
owned equipment, regardless of how minor the accident might appear. Whether only
company owned equipment is involved, or whether another person or other person's
property is involved, absolutely all accidents must be reported.

Any driver who is careless, irresponsible or negligent to the point of causing
injury to himself or others shall be immediately denied further access to
company equipment and premises.

CONDUCT

The company's reputation is the result of the individual conduct and integrity
of all drivers and owner operators that represent it. We want the public to
always have confidence that these individuals representing the company respect
the law, respect the rights of others, and are concerned with public safety.

All drivers are expected to conduct themselves in an adult, professional manner
as is appropriate for business.

CONFIDENTIALITY

All of the records and information which you work with or have access to must be
regarded as confidential and cannot be released to or discussed with anyone
other than your supervisor, company operations manager, or company district
manager.

ABUSIVE OR THREATENING LANGUAGE

Drivers are prohibited from engaging in abusive or threatening language with
other employees, supervisors, or member of the general public.

ALCOHOL, MARIJUANA, AND DRUGS

The sale, use, possession or being under the influence of alcoholic beverages,
marijuana or any unauthorized or illegal drug while on duty or on company's
premises will be cause for immediate expulsion from company premises.


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SALVAGING

No attempt by drivers to salvage items from their loads or from the landfill is
allowed. All refuse must be dumped at either the landfill or other designated
locations.

The company may find it necessary to modify or add to these rules and procedures
from time to time, and will notify AMCOR of such modifications.