<PAGE>   1

                                                                   EXHIBIT 10.39

                      AGREEMENT AND PLAN OF REORGANIZATION

         AGREEMENT AND PLAN OF REORGANIZATION ("Agreement"), dated as of July 7
2000 between EarthCare Company, a Delaware corporation ("EarthCare"), and the
persons listed on Exhibit A hereof ("Shareholders"), being the owners of record
of certain of the issued and outstanding stock of Liberty Waste, Inc., a Florida
corporation ("Liberty").

         WHEREAS, EarthCare wishes to acquire and the Shareholders wish to
transfer shares of the issued and outstanding stock of Liberty set forth on
Exhibit A 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.

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

                          SECTION 1. EXCHANGE OF STOCK

         (i) Number of Shares. The Shareholders agree to transfer to
                  EarthCare at the Closing the number of shares of common stock
                  of Liberty, $.01 par value per share, shown opposite their
                  names on Exhibit A, in exchange for an aggregate of 356,000
                  shares of voting common stock of EarthCare, $.0001 par value
                  per share, to be issued at the Closing to the Shareholders by
                  way of unregistered omnibus certificates beneficially owned by
                  the beneficial owners as set forth in the numbers shown
                  opposite their names on Exhibit A.

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

         (i) 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.

         (i) 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,




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                  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 July 7,
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 represent and warrant to, and covenant with, EarthCare
as follows:

         3.1      Corporate Status. Liberty 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 Liberty
                  consists of 1,000,000 shares of capital stock, having a par
                  value of $.01 per share, of which 816,000 shares are issued
                  and outstanding, all fully paid and nonassessable

         3.3      Financial Statements. The financial statements of Liberty
                  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 December 31, 1999 ("Liberty's Latest Balance Sheet") and
                  the related statements of income, are correct and fairly
                  present the financial condition of Liberty 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. Liberty has no liabilities of any
                  nature except to the extent reflected or reserved against in
                  Liberty's Latest Balance Sheet, whether accrued, absolute,
                  contingent or otherwise, including, without limitation, tax
                  liabilities and interest due or to become due; and, Liberty's
                  accounts receivable are collectible in accordance with the
                  terms of such accounts, except to the extent of the reserve
                  therefor in Liberty's Latest Balance Sheet.

         3.5      Interim Changes. Between December 31, 1999 and the date of
                  this Agreement, there have not been, except as set forth in a
                  list certified by the President of Liberty and delivered to
                  EarthCare (1) any changes in Liberty's financial condition,
                  assets, liabilities or business which, in the aggregate, have
                  been materially adverse; (2) any damage, destruction or loss
                  of or to Liberty's property, whether or not covered by





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                  insurance; (3) any declaration or payment of any dividend or
                  other distribution in respect of Liberty 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. Liberty has good and marketable title to
                  all properties and assets, real and personal, reflected on
                  Liberty's Latest Balance Sheet, except as since sold or
                  otherwise disposed of in the ordinary course of business, and
                  Liberty'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
                  Liberty, its properties or business, except as set forth in a
                  list certified by the President of Liberty and delivered to
                  EarthCare.

         3.8      Access to Records, etc. From the date of this Agreement to the
                  Closing, the Shareholders will cause Liberty (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 Liberty's properties and affairs as
                  EarthCare may reasonably request.

         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 July 30, 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 number of Liberty
                  shares which the Shareholders have contracted to exchange.

         3.11     Tax Matters. Liberty 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 Liberty's employees, federal and state income tax
                  liabilities, corporate franchise taxes, sales, use, excise and
                  ad valorem taxes, due, payable or accrued by Liberty on or
                  before the Closing Date have or will be paid. Liberty has
                  filed all reports required to be filed by it with all such
                  taxing authorities.




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         3.12     Environmental Matters. 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 Liberty. 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 Liberty; (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
                  Liberty or through the conduct of the business of Liberty
                  except de minimis amounts mixed with household waste; (iii) no
                  underground or partially underground storage tank has been or
                  is currently located at any facility of Liberty; (iv) the
                  business, activities and processes heretofore and/or presently
                  conducted by Liberty complied and presently comply in all
                  material respects with all applicable Environmental Laws; (v)
                  no facility of Liberty 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) Liberty has
                  not received any notice that Liberty is liable or responsible,
                  or potentially 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 Liberty 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. Liberty has not received
                  any notice to the effect that the landfills and other disposal
                  sites to which waste material transported by Liberty 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 Liberty 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.





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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 Liberty 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      Registration. Upon the filing of a post effective amendment,
                  Form S-1 filed with the Securities and Exchange Commission
                  effective December 9, 1998, is true and correct in all
                  material respects and does not omit to state any material
                  information necessary to make such registration statement not
                  misleading until such time as EarthCare has filed such post
                  effective amendment to the referenced registration statement
                  including the EarthCare shares exchanged by this Agreement.


                SECTION 5. CONDUCT OF LIBERTY 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 Liberty to
                  conduct its business and operations in the manner in which the
                  same has heretofore been conducted and Shareholders will use
                  their best efforts to cause Liberty to: (i) preserve Liberty's
                  current business organization intact; (ii) keep available to
                  EarthCare the services of Liberty's current employees and
                  Liberty's agents and distributors and (iii) preserve




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                  Liberty's current relationship with customers, suppliers and
                  others having business dealings with Liberty.

         5.2      Maintenance of Property. The Shareholders will cause Liberty
                  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 Liberty will not: (i) pay any bonus or increase
                  the rate of compensation of any of Liberty'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 Liberty's hourly-rated employees; (iii) sell or
                  transfer any of Liberty'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 Liberty
                  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 Liberty 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 Liberty will not amend its Articles of
                  Incorporation or Bylaws.


                   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      Opinion of Counsel. The Shareholders shall have delivered to
                  EarthCare an opinion of Liberty's counsel, dated as of the
                  Closing, to the effect that: (i) Liberty is a corporation,
                  duly organized and legally existing under the laws of the
                  State of







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                  Florida, and it has the corporate power and authority to carry
                  on its business as now being conducted and to own or hold
                  under lease, or otherwise, its assets; (ii) this Agreement has
                  been duly executed and delivered by Liberty and constitutes a
                  valid, enforceable and binding obligation of Liberty pursuant
                  to the terms of this Agreement; (iii) except as otherwise
                  disclosed in this Agreement, counsel does not know of any
                  action, suit, investigation or other legal, administrative or
                  arbitration proceeding pending against Liberty or which
                  questions the validity or enforceability of this Agreement or
                  of any action taken or to be taken pursuant to or in
                  connection with this Agreement or any agreement contemplated
                  herein; (iv) to the knowledge of such counsel, no consent,
                  authorization, license, franchise, permit, approval or order
                  of any court or governmental agency or body, other than those
                  obtained by Liberty and delivered to EarthCare prior to or on
                  the date of the opinion, is required for the transfer of
                  Liberty common stock pursuant to this Agreement; (v) the
                  execution and performance of this Agreement by Liberty will
                  not violate: (x) the Articles of Incorporation or the By-Laws
                  of Liberty, or (y) any order of any court or other agency of
                  government known to said counsel; (vi) the instruments of
                  conveyance and assignments executed by Liberty to EarthCare
                  pursuant to this Agreement are adequate to convey the
                  ownership to the Liberty common stock, free and clear of all
                  liens, claims or encumbrances known to such counsel; and (vii)
                  to the knowledge of such counsel (after reasonable
                  investigation), Shareholders own all of the issued and
                  outstanding shares of capital stock of Liberty.

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

         6.5      Revocation of Prior Authorizations. The Shareholders shall
                  have delivered to EarthCare certified copies of resolutions of
                  Liberty'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.

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

         6.7      Acceptance by the Shareholders. The terms of this Agreement
                  shall have been accepted by all of the Shareholders of Liberty
                  as evidenced by their signatures hereto


               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:




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<PAGE>   8

         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.

         7.3      Opinion of EarthCare's Counsel. The Shareholders shall have
                  received an opinion of Counsel for EarthCare, dated as of the
                  Closing, to the effect that: (i) EarthCare is a corporation,
                  duly organized and legally existing in good standing under the
                  laws of the State of Delaware, and it has the corporate poser
                  and authority to carry on its business as now being conducted
                  and to carry out the transactions and agreements contemplated
                  hereby; (ii) all corporate and other proceedings required to
                  be taken by or on the part of EarthCare in order to authorize
                  it to perform its obligations hereunder have been duly and
                  property taken, including any necessary approval or
                  authorization by the Board of Directors of EarthCare; (iii)
                  this Agreement has been duly executed and delivered by
                  EarthCare and constitutes a valid, enforceable and binding
                  obligation of EarthCare pursuant to the terms of this
                  Agreement; and (iv) except as otherwise disclosed in this
                  Agreement, said counsel does not know of any action, suit,
                  investigation or other legal, administrative or arbitration
                  proceeding which questions the validity or enforceability of
                  this Agreement or of any action taken or to be taken pursuant
                  to or in connection with this Agreement or any agreement
                  contemplated herein.


                           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      Proportionate Liability. The liability of each Shareholder
                  under this Section 8 shall be in the proportion that the total
                  number of EarthCare shares to be received by him bears to the
                  total number of EarthCare shares to be received by all the
                  Shareholders, and shall in no event exceed the value of the
                  EarthCare shares received by such Shareholder. With respect to
                  Shareholders that are estates, trusts or custodianships, the
                  executor, trustee or custodian is a party to this Agreement
                  only in its fiduciary capacity and liability hereunder shall
                  be limited to the fiduciary assets and shall not extend to the
                  assets of the executor, trustee or custodian.




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         8.3      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.

         8.4      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 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.

         10.2     Waiver or Extension of Conditions. Liberty or EarthCare may
                  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 Liberty and
                  EarthCare. Any such extension or waiver shall not act as a
                  waiver or an extension of any other provisions of this
                  Agreement.




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<PAGE>   10

        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:
                           EarthCare Company
                           14901 Quorum Drive
                           Suite 200
                           Dallas, TX 75240

             Copy to:      Robert C. Gist, Esq.
                           12809 Plum Hollow Drive
                           Oklahoma City, OK 73142-5148

                  (ii)     If to Shareholders:
                           Jim Waters
                           Liberty Waste, Inc.
                           4800 N. Federal Highway, Suite D-102
                           Boca Raton, FL 33431

             Copy to:      Robert S. Flaniken, Esq.
                           223 E. 10th Street Plaza
                           Edmond, OK 73034


         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:
                                          -------------------------------
                                          Jason Bentley

                                          -------------------------------
                                          Tom Baker

                                          -------------------------------
                                          Andy Schrants

                                          -------------------------------
                                          Larry Holmes

                                          -------------------------------
                                          Kim Egelseer

                                          -------------------------------
                                          Ron Kinney

                                          -------------------------------
                                          Jane Shepard

                                          -------------------------------
                                          Jean Engelhardt

                                          -------------------------------
                                          Jim Waters

                                          -------------------------------
                                          George Gillihan

                                          -------------------------------
                                          Ron Proctor

                                          -------------------------------
                                          Bob Gist



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<PAGE>   12




         EARTHCARE                      EarthCare Company



                                        By:
                                            --------------------------------
                                            Harry M. Habets, President





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                EXHIBIT A TO AGREEMENT AND PLAN OF REORGANIZATION



<TABLE>
<CAPTION>
Name                                                                          No. of Liberty Shares*
----                                                                          ----------------------

<S>                                                                           <C>
Jason Bentley                                                                         30,000
Tom Baker                                                                             30,000
Andy Schrantz                                                                         10,000
Larry Holmes                                                                           6,000
Kim Egelseer                                                                          30,000
Ron Kinney                                                                            30,000
Jane Shepard                                                                          10,000
Jean Engelhardt                                                                       10,000
Jim Waters                                                                            30,000
George Gillihan                                                                      120,000
Ron Proctor                                                                           25,000
Bob Gist                                                                              25,000
                                                                                     -------
                                                                                     356,000
</TABLE>


         Certain of these shares, including the EarthCare shares being exchanged
are not subject to immediate distribution by reason of delayed vesting schedules
for such shares over the next few years as set forth in the applicable
employment agreement for each of the named shareholder. In general, the vesting
schedule contemplates that 50% of the shares for each person will be distributed
shortly following closing and the remaining 50% over a two year vesting period
so long as these shareholders remain employees of Liberty Waste, Inc. for the
duration of the vesting period. These shares listed in the case of Messrs.
Waters, Proctor and Gist are not subject to vesting schedules.



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