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                                                                   EXHIBIT 10.40

                      AGREEMENT AND PLAN OF REORGANIZATION

         AGREEMENT AND PLAN OF REORGANIZATION ("Agreement"), dated as of
December 30, 2000 between EarthCare Company, a Delaware corporation
("EarthCare"), and James Waters, an individual, and Solid Waste Ventures, Inc.,
a Arkansas corporation, ("SWV") (Mr. Waters and SWV are hereinafter referred to
jointly as ("Shareholders")), being the owners of record of certain of the
issued and outstanding stock of EarthCare Resource Management of Florida, Inc.,
a Florida corporation, f/k/a/ Liberty Waste Management, Inc. ("ERC").

         WHEREAS, EarthCare previously acquired 356,000 shares of the then
issued and outstanding common stock of ERC, and desires to increase its
ownership of ERC to 100% of the total of the issued outstanding shares; and, the
Shareholders wish to transfer shares of the issued and outstanding stock of ERC
described in Section 1.1 below in a transaction intended to qualify as a
reorganization within the meaning of Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended; and,

         NOW, THEREFORE, EarthCare and the Shareholders adopt this plan of
reorganization and agree as follows:

                          SECTION 1. EXCHANGE OF STOCK

         1.2      Number of Shares. The Shareholders agree to transfer to
                  EarthCare at the Closing an aggregate of 520,100 shares, and
                  any and all right, title and interest therein, of common stock
                  of ERC, $.01 par value per share (the "Shares"), of the issued
                  and outstanding shares of ERC as of the date hereof, in
                  exchange for an aggregate of 520,100 shares of registered
                  voting common stock of EarthCare, $.0001 par value per share,
                  to be issued at the Closing to the Shareholders by way of
                  unregistered certificates as described more fully in Sections
                  1.2 and 3.14, below. The numbers of shares to be transferred
                  by each of the selling Shareholders is set forth in Schedule
                  1.1 hereto.

         1.2      Delivery of Certificates by Shareholders. The transfer of
                  Shares by the Shareholders shall be effected by the delivery
                  to EarthCare at the Closing of the certificate(s) representing
                  the Shares, endorsed in blank or accompanied by stock powers
                  executed in blank, with signature guaranteed and with all
                  necessary transfer tax and other revenue stamps, acquired at
                  the Shareholders' expense, affixed.



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         1.3      Further Assurances. At the Closing, and from time to time
                  thereafter, the Shareholders shall execute such additional
                  instruments and take such other action as EarthCare may
                  request in order more effectively to sell, transfer and assign
                  the Shares to EarthCare and to confirm EarthCare's title
                  thereto.

         1.4      Changes in EarthCare's Capitalization. If between the date of
                  this Agreement and the Closing, the outstanding shares of
                  EarthCare common stock are, without the receipt of new
                  consideration by EarthCare, increased, decreased, changed into
                  or exchanged for a different number or kind of shares or
                  securities of EarthCare through reorganization,
                  reclassification, stock dividend, stock split, reverse stock
                  split or similar change in EarthCare's capitalization,
                  EarthCare will issue and deliver to the Shareholders in
                  addition to or in lieu of the EarthCare shares specified in
                  Section 1.1, voting stock of EarthCare in equitably adjusted
                  amounts. In the event of any such change in EarthCare's
                  capitalization, all references to EarthCare shares herein
                  shall refer to the number of EarthCare shares as thus
                  adjusted.

                               SECTION 2. CLOSING

         The Closing contemplated by Section 1.1 shall be held at the principal
offices of EarthCare, 14901 Quorum Drive, Suite 200, Dallas, TX 75240 on
December 8, 2000, unless another place or time is agreed upon in writing by the
parties.

    SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SHAREHOLDERS

         The Shareholders jointly and severally represent and warrant to, and
covenant with, EarthCare as follows:

         3.1      Corporate Status. ERC is a corporation duly organized, validly
                  existing and in good standing under the laws of the State of
                  Florida and is licensed or qualified as a foreign corporation
                  in all states in which the nature of its business or the
                  character or ownership of its properties makes such licensing
                  or qualification necessary.

         3.2      Capitalization. The authorized capital stock of ERC consists
                  of 1,000,000 shares of capital stock, having a par value of
                  $.01 per share, of which 876,100 shares are issued and
                  outstanding, all fully paid and nonassessable. Seventy
                  thousand (70,000) additional shares will vest to Mr. Water's
                  benefit in two equal installments, effective July 7, 2001 and
                  July 7, 2002, which shares and all rights and title therein
                  and thereto are assigned to EarthCare hereby; pursuant to
                  Section 3.10, below, the parties agree to cause ERC to effect
                  full vesting of such shares prior to the Closing.





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         3.3      Financial Statements. To Shareholders' knowledge, the
                  financial statements of ERC furnished to EarthCare, consisting
                  of balance sheets as of December 31, 1998 and December 31,
                  1999 and related statements of income for the periods then
                  ended, and the balance sheet as of September 30, 2000 ("ERC's
                  Latest Balance Sheet") and the related statements of income,
                  are correct and fairly present the financial condition of ERC
                  as of the dates and for the periods involved, and such
                  statements were prepared in accordance with generally accepted
                  accounting principles consistently applied.

         3.4      Undisclosed Liabilities. To Shareholders' knowledge: ERC has
                  no liabilities of any nature except to the extent reflected or
                  reserved against in ERC's Latest Balance Sheet, whether
                  accrued, absolute, contingent or otherwise, including, without
                  limitation, tax liabilities and interest due or to become due;
                  and, ERC's accounts receivable are collectible in accordance
                  with the terms of such accounts, except to the extent of the
                  reserve therefor in ERC's Latest Balance Sheet.

         3.5      Interim Changes. To Shareholders' knowledge, between September
                  30, 2000 and the date of this Agreement, there have not been
                  (1) any changes in ERC's financial condition, assets,
                  liabilities or business which, in the aggregate, have been or
                  could be materially adverse; (2) any damage, destruction or
                  loss of or to ERC's property, whether or not covered by
                  insurance; (3) any declaration or payment of any dividend or
                  other distribution in respect of ERC capital stock, or any
                  direct or indirect redemption, purchase or other acquisition
                  of any such stock; or (4) any increase paid or agreed to in
                  the compensation, retirement benefits or other commitments to
                  employees.

         3.6      Title to Property. To Shareholders' knowledge, ERC has good
                  and marketable title to all properties and assets, real and
                  personal, reflected on ERC's Latest Balance Sheet, except as
                  since sold or otherwise disposed of in the ordinary course of
                  business, and ERC's properties and assets are subject to no
                  mortgage, pledge, lien or encumbrance, except for liens shown
                  thereon, with respect to which no default exists.

         3.7      Litigation. There is no litigation or proceeding pending, or
                  to Shareholders' knowledge threatened, against or relating to
                  ERC, its properties or business, except as set forth in a list
                  certified by the President of ERC and delivered to EarthCare.

         3.8      Access to Records, etc.. From the date of this Agreement to
                  the Closing, the Shareholders will cause ERC (1) to give to
                  EarthCare and its representatives full access during normal
                  business hours to all of its offices, books, records,
                  contracts and other corporate documents and properties so that
                  EarthCare may inspect and audit them; and, (2) to furnish such
                  information concerning ERC's properties and affairs as
                  EarthCare may reasonably request.





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         3.9      Confidentiality. Until the Closing (and permanently if there
                  is no Closing), the Shareholders and their representatives
                  will keep confidential any information which they obtains from
                  EarthCare concerning its properties, assets and business. If
                  the transactions contemplated by this Agreement are not
                  consummated by January 1, 2001, the Shareholders will return
                  to EarthCare all written matter with respect to EarthCare
                  obtained by them in connection with the negotiation or
                  consummation of this Agreement.

         3.10     Title to Shares. The Shareholders are the owners, free and
                  clear of any liens and encumbrances, of the Shares which the
                  Shareholders has contracted hereby to exchange. To the extent
                  that any of the Shares have not vested as of the date hereof,
                  the Shareholders and EarthCare will undertake all actions and
                  steps required to effect such vesting prior to the Closing.

         3.11     Tax Matters. To Shareholders' knowledge: ERC has timely filed
                  all federal, state, sales tax, franchise tax, and other tax
                  returns which are required to be filed by it and has paid or
                  has made provision for the payment of all taxes which have or
                  may become due pursuant to said returns. All taxes, including,
                  without limitation, withholding and social security taxes due
                  with respect to ERC's employees, federal and state income tax
                  liabilities, corporate franchise taxes, sales, use, excise and
                  ad valorem taxes, due, payable or accrued by ERC on or before
                  the Closing Date have or will be paid. ERC has filed all
                  reports required to be filed by it with all such taxing
                  authorities.

         3.12     Environmental Matters. To Shareholders' knowledge: Except as
                  disclosed to EarthCare in writing, there are no claims,
                  actions, suits, proceedings or investigations relating to any
                  Environmental Law (as hereinafter defined) pending or
                  threatened against or affecting ERC. Except as disclosed to
                  EarthCare in writing: (i) no release of any hazardous
                  substance, medical waste, toxic waste or regulated substance
                  has occurred or is occurring as a result of the business of
                  ERC; (ii) no hazardous substance, medical waste, toxic waste
                  or regulated substance is currently present at, or has been
                  previously generated, stored, treated or disposed of at any
                  landfill by ERC or through the conduct of the business of ERC
                  except deminimis amounts mixed with household waste; (iii) no
                  underground or partially underground storage tank has been or
                  is currently located at any facility of ERC; (iv) the
                  business, activities and processes heretofore and/or presently
                  conducted by ERC complied and presently comply in all material
                  respects with all applicable Environmental Laws; (v) no
                  facility of ERC is listed on any list, registry or other
                  compilation of sites that require, or potentially require,
                  removal, remedial action or any other response under any
                  Environmental Law as the result of the presence, release or
                  potential release of any hazardous substance, medical waste,
                  toxic waste or regulated substance; (vi) ERC has not received
                  any notice that ERC is liable or responsible, or potentially



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                  liable or responsible, for any costs of any removal, remedial
                  action or release of any hazardous substance, medical waste,
                  toxic waste or regulated substance; and (vii) there is no
                  pending litigation or administrative proceeding ( and
                  Shareholders do not have reason to know of any potential or
                  threatened litigation or administrative proceeding) in which
                  it is asserted that ERC has violated or is not in compliance
                  with any material Environmental Law. For the purposes of this
                  Agreement, "Environmental Law" means any law, statute or act
                  of the United States of America, the State of Florida, or any
                  political subdivision thereof, that relates to the condition
                  of the air, ground or surface water, land or other parts of
                  the environment, to the release or potential release of any
                  substance or radiation into the air, ground or surface water,
                  land or other parts of the environment, or to the manufacture,
                  processing, distribution, use, treatment, storage, disposal,
                  transport or other handling of substances that might pollute,
                  contaminate or be hazardous or toxic if present in the air,
                  ground or surface water, land, or other parts of the
                  environment. ERC has not received any notice to the effect
                  that the landfills and other disposal sites to which waste
                  material transported by ERC has been delivered are not
                  properly licensed pursuant to applicable Environmental Laws to
                  receive the material disposed of therein.

         3.13     No Brokers or Agents Fees. No agent, broker, finder,
                  representative or other person or entity acting pursuant to
                  the authority of ERC or Shareholders will be entitled to any
                  commission or finders fee in connection with the origination,
                  negotiation, execution or performance of the transactions
                  contemplated under this Agreement.

         3.14     Investment Intent. The Shareholders are acquiring the
                  EarthCare common stock described herein for their own
                  respective accounts (and not for the account of others) for
                  investment and not with a view to the distribution thereof.
                  The Shareholders will not sell or otherwise dispose of such
                  shares without registration under the Securities Act of 1933,
                  as amended (the "Securities Act"), or an exemption therefrom,
                  and the certificate or certificates representing such shares
                  may contain a legend to the foregoing effect. The Shareholders
                  have had access to sufficient financial and other information
                  about EarthCare, including (without limitation) copies of
                  periodic reports filed with the Securities and Exchange
                  Commission. The Shareholders understand that they may not sell
                  or otherwise dispose of such shares in the absence of either a
                  registration statement under the Securities Act or an
                  exemption from the registration provisions of the Securities
                  Act. Nothing contained herein shall be deemed to preclude the
                  Shareholders from disposing the shares acquired under this
                  Agreement in accordance with applicable federal and state
                  securities laws.



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        SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF EARTHCARE

         EarthCare represents and warrants to, and covenants with, the
Shareholders as follows:

         4.1      Corporate Status. EarthCare is a corporation duly organized,
                  validly existing and in good standing under the laws of the
                  State of Delaware and is licensed or qualified as a foreign
                  corporation in all states in which the nature of its business
                  or the character or ownership of its properties makes such
                  licensing or qualification necessary.

         4.2      Authority to Contract. The execution, delivery and performance
                  of this Agreement by EarthCare has been duly approved by its
                  Board of Directors, and no further corporate action is
                  necessary on the part of EarthCare to consummate the
                  transactions contemplated by this Agreement, assuming due
                  execution of this Agreement by the parties hereto.

         4.3      No Brokers or Agents Fees. No agent, broker, finder,
                  representative or other person or entity acting pursuant to
                  the authority of EarthCare will be entitled to any commission
                  or finders fee in connection with the origination,
                  negotiation, execution or performance of the transactions
                  contemplated under this Agreement.

         4.4      Accuracy of Information Furnished by EarthCare. No
                  representation, statement or information made or furnished by
                  EarthCare to ERC in this Agreement, or in connection with the
                  transactions contemplated hereby including, without limitation
                  copies of EarthCare's filings with the Securities and Exchange
                  Commission, contains or shall contain any untrue statement of
                  any material fact or omits or shall omit any material fact
                  necessary to make the information contained herein true.

         4.5      Reports. EarthCare has filed, and prior to the closing of the
                  transactions contemplated hereby shall have filed, all
                  required Securities and Exchange Commission filings, all of
                  which have complied, or at the date of filing shall comply,
                  subject to any required post filing amendments, in all
                  material respects with all applicable requirements of the
                  Securities and Exchange Act. As of their respective dates of
                  filing, and subject to any such post filing amendments, none
                  of such filings contained, or shall contain, any untrue
                  statement of a material fact or omitted or shall omit a
                  material fact, required to be disclosed therein. The shares of
                  EarthCare to be issued to the Shareholder hereunder are, or
                  will be, registered pursuant to an effective Form S-3
                  Registration Statement



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                  SECTION 5. CONDUCT OF ERC PENDING THE CLOSING

         From and after the execution and delivery of this Agreement except in
the ordinary course of business and until the Closing Date, except as otherwise
provided by the prior written consent or approval of EarthCare:

         5.1      Conduct of Business. The Shareholders will cause ERC to
                  conduct its business and operations in the manner in which the
                  same has heretofore been conducted and the Shareholders will
                  use their best efforts to cause ERC to: (i) preserve ERC's
                  current business organization intact; (ii) keep available to
                  EarthCare the services of ERC's current employees and ERC's
                  agents and distributors and (iii) preserve ERC's current
                  relationship with customers, suppliers and others having
                  business dealings with ERC.

         5.2      Maintenance of Property. The Shareholders will cause ERC to
                  maintain all of its properties in customary repair, order and
                  condition, reasonable wear and use excepted, and will maintain
                  its existing insurance upon all of its properties and with
                  respect to the conduct of its business in such amounts and of
                  such kinds comparable to that in effect on the date of this
                  Agreement.

         5.3      Extraordinary Actions. The Shareholders will take action to
                  insure that ERC will not: (i) pay any bonus or increase the
                  rate of compensation of any of ERC's employees or enter into
                  any new employment agreement or amend any existing employment
                  agreement; (ii) make any general increase in the compensation
                  or rate of compensation payable or to become payable to ERC's
                  hourly-rated employees; (iii) sell or transfer any of ERC's
                  assets (iv) obligate itself for capital expenditures other
                  than in the ordinary course of business and not unusual in
                  amount; or, (v) incur any material obligations or liabilities,
                  which are not in the ordinary course of business, or enter
                  into any material transaction.

         5.4      Capitalization, etc. The Shareholders shall not permit ERC to
                  issue or enter into any subscriptions, options, agreements or
                  other commitments in respect of the issuance, transfer, sale
                  or encumbrance of any shares of ERC common stock, or to
                  declare or pay any dividend or other distribution.

         5.5      Articles of Incorporation, Bylaws. The Shareholders will take
                  action to insure that ERC will not amend its Articles of
                  Incorporation or Bylaws.




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                   SECTION 6. CONDITIONS PRECEDENT - EARTHCARE

         All obligations of EarthCare under this Agreement are subject, at
EarthCare's option, to the fulfillment, before or at the Closing, of each of the
following conditions:

         6.1      Representations and Warranties True at Closing. The
                  Shareholders's representations and warranties contained in
                  this Agreement shall be deemed to have been made again at and
                  as of the Closing and shall then be true in all material
                  respects.

         6.2      Due Performance. The Shareholders shall have performed and
                  complied with all the terms and conditions required by this
                  Agreement to be performed or complied with by him before the
                  Closing.

         6.3      Books and Records. The Shareholders shall have caused ERC to
                  make available to EarthCare all books and records of ERC,
                  including minute books and stock transfer records.

         6.4      Revocation of Prior Authorizations. The Shareholders shall
                  have delivered to EarthCare certified copies of resolutions of
                  ERC's Board of Directors revoking as of the Closing all prior
                  authorizations, powers of attorney, designations and
                  appointments relating to the signing of checks, borrowing of
                  funds, access to corporate safe-deposit boxes and other
                  similar matters, to the extent requested by EarthCare.

         6.5      Resignations. There shall have been delivered to EarthCare the
                  signed resignations of such directors of ERC as EarthCare
                  shall request, dated as of the Closing.

               SECTION 7. CONDITIONS PRECEDENT - THE SHAREHOLDERS

         All obligations of Shareholders under this Agreement are subject, at
Shareholders' option, to the fulfillment, before or at the Closing, of each of
the following conditions:

         7.1      Representations and Warranties True at Closing. EarthCare's
                  representations and warranties contained in this Agreement
                  shall be deemed to have been made again at and as of the
                  Closing and shall then be true in all material respects.

         7.2      Due Performance. EarthCare shall have performed and complied
                  with all the terms and conditions required by this Agreement
                  to be performed or complied with by it before the Closing.




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                           SECTION 8. INDEMNIFICATION

         8.1      Indemnification of EarthCare. The Shareholders agree to
                  indemnify EarthCare against any loss, damage or expense
                  (including reasonable attorney's fees) suffered by EarthCare
                  from (1) any breach by the Shareholders of this Agreement; or
                  (2) any inaccuracy in or breach of any of the representations,
                  warranties or covenants by the Shareholders herein.

         8.2      Indemnification of Shareholders. EarthCare agrees to indemnify
                  the Shareholders against any loss, damage or expense
                  (including reasonable attorney's fees) suffered by any of the
                  Shareholders from (1) any breach by EarthCare of this
                  Agreement; or (2) any inaccuracy in or breach of any of
                  EarthCare's representations, warranties or covenants herein.

         8.3      Defense of Claims. Upon obtaining knowledge thereof, the
                  indemnified party shall promptly notify the indemnifying party
                  of any claim which has given or could give rise to a right of
                  indemnification under this Agreement. If the right of
                  indemnification relates to a claim asserted by a third party
                  against the indemnified party, the indemnifying party shall
                  have the right to employ counsel acceptable to the indemnified
                  party to cooperate in the defense of any such claim. So long
                  as the indemnifying party is defending any such claim in good
                  faith, the indemnified party will not settle such claim. If
                  the indemnifying party does not elect to defend any such
                  claim, the indemnified party shall have no obligation to do
                  so.

                             SECTION 9. TERMINATION

         This Agreement may be terminated (1) by mutual consent in writing; (2)
by either the Shareholders or EarthCare if there has been a material
misrepresentation or material breach of any warranty or covenant by the other
party; or, (3) by either the Shareholders or EarthCare if the Closing shall not
have taken place, unless adjourned to a later date by mutual consent in writing,
by July 30, 2001.

                         SECTION 10. GENERAL PROVISIONS

         10.1     Survival of Representations and Warranties Indemnifications.
                  The representations, warranties, indemnifications, obligations
                  and agreements of the parties contained in this Agreement, or
                  in any writing delivered pursuant to provisions of this
                  Agreement, shall survive the Closing for a period of 3 years
                  with the exception of (i) representations and warranties
                  concerning Section 3.12 hereof, Environmental Matters, which
                  will survive for as long as any claims may be asserted under
                  the applicable periods of limitation for violations of any
                  environmental law, rule or regulation, and (ii) the
                  representations and warranties concerning Section 3.11, Tax





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                  Matters, which will survive for the full period of any
                  applicable statutes of limitations.

         10.2     Waiver or Extension of Conditions. The Shareholders or
                  EarthCare may, but need not, extend the time for or waive the
                  performance of any of the obligations of the other party,
                  waive any inaccuracies in the representations or warranties by
                  the other party, or waive compliance by the other party with
                  any of the covenants or conditions contained in this
                  Agreement. Any such extension or waiver shall be in writing
                  and signed by the Shareholders and EarthCare. Any such
                  extension or waiver shall not act as a waiver or an extension
                  of any other provisions of this Agreement.

        10.3      Notices. Any notice, request or other document shall be in
                  writing and sent by registered or certified mail, return
                  receipt requested, postage prepaid and addressed to the party
                  to be notified at the following addresses, or such other
                  address as such party may hereafter designate by written
                  notice to all parties, which notice shall be effective as of
                  the date of posting, substitute; or alternatively by hand
                  delivery or complete fax transmission. Notices are effective
                  upon receipt.

                  (i)      If to EarthCare:
                           Attention:  President
                           EarthCare Company
                           14901 Quorum Drive
                           Suite 200
                           Dallas, TX 75240

         Copy to:          Peter H. Trembath
                                    General Counsel
                           14901 Quorum Drive
                           Suite 200
                           Dallas TX 75240

                  (ii)     If to Shareholders:
                           --------------
                           --------------
                           --------------
                           --------------

         Copy to:
                           --------------
                           --------------
                           --------------




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         10.4     Governing Law. This Agreement shall be governed by the laws of
                  the State of Texas.

         10.5     Successors and Assigns. This Agreement shall be binding upon
                  and inure to the benefit of the parties hereto and their
                  respective heirs, representatives, successors and assigns

         10.6     Headings. The subject headings of the Sections of this
                  Agreement are included for purposes of convenience only and
                  shall not affect the construction or interpretation of any of
                  its provisions.

         10.7     Counterparts. This Agreement may be executed simultaneously 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.

         10.8     Entire Agreement; Modification. This Agreement (including the
                  schedules attached hereto) and the documents delivered
                  pursuant hereto constitute the entire agreement and
                  understanding between the parties, and supersede any prior
                  agreements and understandings relating to the subject matter
                  hereof. This Agreement may be modified or amended by a written
                  instrument executed by all parties hereto.



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         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.



         SHAREHOLDERS:              Solid Waste Ventures,Inc.



                                    By:
                                       ----------------------------
                                        Its:


                                    -------------------------------
                                    James Waters



         EARTHCARE                  EarthCare Company



                                    By:
                                       ----------------------------
                                       William W. Solomon Jr.
                                       Vice President and
                                       Chief Financial Officer



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                                  SCHEDULE 1.1


The Shareholders will respectively sell and transfer at the Closing the numbers
of Shares set forth opposite their respective names:

<TABLE>
<CAPTION>
                        ShareHolder                                                  Shares:
                        -----------                                                  -------

<S>                                                                                  <C>
Solid Waste Ventures, Inc.                                                           450,100

James Waters                                                                          70,000
</TABLE>


As noted in Section 3.2 of the Agreement, the Shares to be sold and transferred
by Mr. Waters are scheduled to vest in two equal installments on July 7, 2001
and July 7, 2002. The parties agree to take all necessary steps and actions to
cause ERC to effect such vesting prior to the Closing rather than according to
the existing schedule.



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