WASTE
CONNECTIONS, INC.
  CONSULTANT
INCENTIVE PLAN
  1.
              PURPOSE.
  The
purpose of the Plan is to provide a means for the Company and any Subsidiary,
through the grant of Warrants to selected Consultants in connection with
business development services rendered by such Consultants relating to
acquisitions by the Company or a Subsidiary or other services approved by the
Board, to attract and retain persons of ability as Consultants, and to motivate
such persons to exert their best efforts on behalf of the Company and any
Subsidiary.
  2.
              DEFINITIONS.
  (a)           “Board” means the Company’s
Board of Directors.
  (b)           “Change in Control”
means:
  (i)           any
reorganization, liquidation or consolidation of the Company, or any merger or
other business combination of the Company with any other corporation, other than
any such merger or other combination that would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such transaction;
  (ii)           any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets of the
Company; or
  (iii)           any
“person” (as defined in Section 13(d) and 14(d) of the Exchange Act) shall
become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of fifty percent (50%) or more of the Company’s
outstanding voting securities (except that for purposes of this definition,
“person” shall not include any person (or any person that controls, is
controlled by or is under common control with such person) who as of the date of
a Warrant Agreement owns ten percent (10%) or more of the total voting power
represented by the outstanding voting securities of the Company, or a trustee or
other fiduciary holding securities under any employee benefit plan of the
Company, or a corporation that is owned directly or indirectly by the
stockholders of the Company in substantially the same percentage as their
ownership of the Company).
  A
transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company’s incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company’s securities immediately before such transaction.
  (c)           “Code” means the Internal
Revenue Code of 1986, as amended from time to time.
  (d)           “Committee” means a committee
appointed by the Board in accordance with section 4(b) of the
Plan.
  
  (e)           “Company” means Waste
Connections, Inc., a Delaware corporation.
  (f)           “Consultant” means any natural
person, including an advisor, engaged by the Company or a Subsidiary to render
business development consulting or other bona fide services to the Company or
any Subsidiary as approved by the Board and who is compensated for such
services; provided that such services are not in connection with the Company’s
sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market for the Company’s securities; and
provided further that the term “Consultant” shall not include any Officers or
Directors.
  (g)           “Director” means a member of
the Company’s Board.
  (h)           “Exchange Act” means the
Securities Exchange Act of 1934, as amended.
  (i)           “Holder” means a Consultant
who holds an outstanding Warrant.
  (j)           “Officer” means any officer of
the Company or a Subsidiary.
  (k)           “Plan” means this Waste
Connections, Inc. Consultant Incentive Plan.
  (l)           “Securities Act” means the
Securities Act of 1933, as amended.
  (m)           “Stock” means the Common Stock
of the Company.
  (n)           “Subsidiary” means any
corporation that at the time a Warrant is granted under the Plan qualifies as a
subsidiary of the Company under the definition of “subsidiary corporation”
contained in section 424(f) of the Code, or any similar provision hereafter
enacted.
  (o)           “Warrant” means a Warrant
granted pursuant to this Plan.
  (p)           “Warrant Agreement” means a
written agreement between the Company and a Holder evidencing the terms and
conditions of an individual Warrant grant.  Each Warrant Agreement
shall be subject to the terms and conditions of the Plan.
  3.
              SHARES
      SUBJECT TO THE PLAN.
  Subject
to adjustment as provided in section 6 for changes in Stock, the Stock that may
be sold pursuant to Warrants shall not exceed in the aggregate 450,000
shares.  Such number of shares shall be reserved for Warrants (subject
to adjustment as provided in section 6).  If any Warrant for any
reason terminates, expires or is cancelled without having been exercised in
full, the Stock not purchased under such Warrant shall revert to and again
become available for issuance under the Plan.
  4.
              ADMINISTRATION.
  (a)           The
Plan shall be administered by the Board or, at the election of the Board, by a
Committee, as provided in subsection (b).  Subject to the Plan, the
Board shall:
  (i)           determine
and designate from time to time those Consultants to whom Warrants are to be
granted;
  2
  (ii)        
authorize the granting of Warrants;
  (iii)       determine
the number of shares subject to each Warrant and the Purchase Price of each
Warrant;
  (iv)        determine
the time or times when and the manner in which each Warrant shall be exercisable
and the duration of the exercise period;
  (v)         
construe and interpret the Plan and the Warrants, and establish, amend and
revoke rules and regulations for the Plan’s administration, and correct any
defect, omission or inconsistency in the Plan or any Warrant Agreement in a
manner and to the extent it deems necessary or expedient to make the Plan fully
effective;
  (vi)        approve
forms of Warrant Agreements for use under the Plan; and
  (vii)       make
such other determinations as it may be authorized to make in the Plan and as it
may deem necessary and desirable for the purposes of the Plan.
  (b)           The
Board may delegate administration of the Plan to one or more Committees of the
Board.  Each such Committee shall consist of one or more members
appointed by the Board.  Subject to the foregoing, the Board may from
time to time increase the size of any such Committee and appoint additional
members, remove members (with or without cause) and appoint new members in
substitution therefor, or fill vacancies, however caused.  If the
Board delegates administration of the Plan to a Committee, the Committee shall
have the same powers theretofore possessed by the Board with respect to the
administration of the Plan (and references in this Plan to the Board shall apply
to the Committee), subject, however, to such resolutions, not inconsistent with
the provisions of the Plan, as may be adopted from time to time by the
Board.  The Board may abolish any such Committee at any time and
revest in the Board the previously delegated administration of the
Plan.
  5.
              TERMS
      AND CONDITIONS OF WARRANTS.
  Each
Warrant granted shall be evidenced by a Warrant Agreement in substantially the
form attached hereto as Annex A or such other form as may be approved by the
Board.  Each Warrant Agreement shall include the following terms and
conditions and such other terms and conditions as the Board may deem
appropriate:
  (a)           WARRANT TERM.  Each
Warrant Agreement shall specify the term for which the Warrant thereunder is
granted and shall provide that such Warrant shall expire at the end of such
term; provided that the Board may extend such term.
  (b)           PURCHASE
PRICE.  Each Warrant Agreement shall specify the purchase price
per share, as determined by the Board at the time the Warrant is
granted.
  (c)           VESTING.  Each
Warrant Agreement shall specify when it is exercisable.  The total
number of shares of Stock subject to a Warrant may, but need not, be allotted in
periodic installments (which may, but need not be, equal).  A Warrant
Agreement may provide that from time to time during each of such installment
periods, the Warrant may become exercisable (“vest”) with respect to some
or all of the shares allotted to that period, and may be exercised with respect
to some or all of the shares allotted to such period or any prior period as to
which the
Warrant shall have become vested but shall not have been fully
exercised.  A Warrant may be subject to such other terms and
conditions on the time or times when it may be exercised (which may be based on
performance or other criteria) as the Board deems
appropriate.
  3
  (d)           PAYMENT OF PURCHASE PRICE ON
EXERCISE.  Each Warrant Agreement shall provide that the
purchase price of the shares as to which such Warrant may be exercised shall be
paid to the Company at the time of exercise either (i) in cash or by
certified or official bank check, (ii) by “net issue exercise” described in
the Warrant Agreement, or (iii) in any other form or combination of forms
of legal consideration that may be acceptable to the Board.
  (e)           NONTRANSFERABILITY.  A
Warrant shall not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of by the Holder during his or her lifetime, whether by
operation of law or otherwise, other than by will or the laws of descent and
distribution applicable to the Holder, and shall not be made subject to
execution, attachment or similar process; provided that the Board may in its
discretion at the time of approval of the grant of a Warrant or thereafter
permit a Holder to transfer a Warrant to a trust or other entity established by
the Holder for estate planning purposes, pursuant to a domestic relations order,
or as a gift to certain family members, and may permit further transferability
or impose conditions or limitations on any permitted
transferability.  Otherwise, during the lifetime of a Holder, a
Warrant shall be exercisable only by such Holder.
  (f)           CONDITIONS
ON EXERCISE OF WARRANTS AND ISSUANCE OF SHARES.
  (i)           SECURITIES LAW
COMPLIANCE.  The Plan, the grant and exercise of Warrants
thereunder and the obligation of the Company to sell and deliver shares of Stock
on exercise of Warrants shall be subject to all applicable Federal and state
laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required, in the opinion of the
Board.  Warrants may not be exercised if the issuance of shares of
Stock upon exercise would constitute a violation of any applicable federal,
state or foreign securities laws or other law or regulations or the requirements
of any stock exchange or market system upon which the Stock may then be
listed.  In addition, no Warrant may be exercised unless (a) a
registration statement under the Securities Act shall at the time of exercise of
the Warrant be in effect with respect to the shares of Stock issuable upon
exercise of the Warrant or (b) in the opinion of legal counsel to the
Company, the shares of Stock issuable upon exercise of the Warrant may be issued
in accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act.  The inability of the Company to
obtain from any regulatory body having jurisdiction the authority, if any,
deemed by the Company’s legal counsel to be necessary to the lawful issuance and
sale of any shares of Stock hereunder shall relieve the Company of any liability
in respect of the failure to issue or sell such shares as to which such
requisite authority shall not have been obtained.  As a condition to
the exercise of any Warrant, the Company may require the Holder to satisfy any
qualifications that may be necessary or appropriate to evidence compliance with
any applicable law or regulation and to make any representation or warranty with
respect thereto as may be requested by the Company.
  (ii)           INVESTMENT
REPRESENTATION.  The Company may require any Holder, or any
person to whom a Warrant is transferred, as a condition of exercising such
Warrant, to (A) give written assurances satisfactory to the Company as to
the Holder’s knowledge and experience in financial and business matters or to
employ a purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters, and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Warrant, and (B) to
give written assurances satisfactory to the Company stating that such person is
acquiring the shares of Stock subject to the Warrant for such person’s own
account and not with any present intention of selling or otherwise distributing
the shares.  The foregoing requirements, and any assurances given
pursuant to such requirements, shall not apply if (1) the issuance of the
shares of Stock on the exercise of the Warrant has been registered under a then
currently effective registration statement under the Securities Act, or
(2) counsel for the Company determines as to any particular requirement
that such requirement need not be met in the circumstances under the then
applicable securities laws.  The Company may, with the advice of its
counsel, place such legends on stock certificates issued under the Plan as the
Company deems necessary or appropriate to comply with applicable securities
laws, including, but not limited to, legends restricting the transfer of the
Stock.
  4
  6.
              ADJUSTMENTS
      ON CERTAIN EVENTS.
  (a)           CHANGE IN
CONTROL.  Each Warrant Agreement shall provide that if the
Company is subject to a Change in Control:
  (i)           immediately
prior thereto all outstanding Warrants shall be automatically accelerated and
become immediately exercisable as to all of the shares of Stock covered thereby,
notwithstanding anything to the contrary in the Plan or the Warrant Agreement;
and
  (ii)           the
Board may, in its discretion, and on such terms and conditions as it deems
appropriate, by resolution adopted by the Board or by the terms of any agreement
of sale, merger or consolidation giving rise to the Change in Control, provide
that, without the Holder’s consent, the shares subject to a Warrant may (A)
continue as an immediately exercisable Warrant of the Company (if the Company is
the surviving corporation), (B) be assumed as immediately exercisable Warrants
by the surviving corporation or its parent, (C) be substituted by immediately
exercisable warrants granted by the surviving corporation or its parent with
substantially the same terms for the Warrant, or (D) be cancelled after payment
to the Holder of an amount in cash or other consideration delivered to
stockholders of the Company in the transaction resulting in a Change in Control
of the Company equal to the total number of shares subject to the Warrant
multiplied by the remainder of (1) the amount per share to be received by
holders of the Company’s Stock in the sale, merger or consolidation, minus (2)
the exercise price per share of the shares subject to the Warrant.
  (b)           STOCK DIVIDENDS, STOCK SPLITS,
ETC.  The exercise price shall be subject to adjustment from
time to time in the event that the Company shall (i) pay a dividend in, or make
a distribution of, shares of Stock (or securities convertible into, exchangeable
for or otherwise entitling a holder thereof to receive Stock), or evidences of
indebtedness or other property or assets, on outstanding Stock, (ii) subdivide
the outstanding shares of Stock into a greater number of shares, (iii) combine
the outstanding shares of Stock into a smaller number of shares or (iv) issue
any shares of its capital stock in a reclassification of the Stock (including
any such reclassification in connection with a consolidation or merger in which
the Company is the resulting corporation).  An adjustment made
pursuant to this section 6(b) shall, in the case of a dividend or distribution,
be made as of the record date therefor and, in the case of a subdivision, combination
or reclassification, be made as of the effective date thereof.  In any
such case, the total number of shares and the number of shares or other units of
such other securities purchasable on exercise of the Warrant immediately prior
thereto shall be adjusted so that the Holder shall be entitled to receive at the
same aggregate purchase price the number of shares of Stock and the number of
shares or other units of such other securities that the Holder would have owned
or would have been entitled to receive immediately following the occurrence of
any of the events described above had the Warrant been exercised in full
immediately prior to the occurrence (or applicable record date) of such
event.  If, as a result of any adjustment pursuant to this section
6(b), the Holder shall become entitled to receive shares of two or more classes
or series of securities of the Company, the Board shall equitably determine the
allocation of the adjusted exercise price between or among shares or other units
of such classes or series and shall notify the Holder of such
allocation.
  5
  (c)           FURTHER
ADJUSTMENTS.   If at any time, as a result of an
adjustment made pursuant to this section 6, a Holder shall become entitled to
receive any shares of capital stock or shares or other units of other securities
or property or assets other than Stock, the number of such other shares or units
so receivable on any exercise of the Warrant shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the shares of Stock in this section 6, and the
provisions of this Agreement with respect to the shares of Stock shall apply,
with necessary changes in points of detail, on like terms to any such other
shares or units.
  (d)           NO FRACTIONAL
SHARES.  All calculations under this section 6 shall be, in the
case of purchase price, rounded up to the nearest cent or, in the case of
shares, rounded down to the nearest one-hundredth of a share, but in no event
shall the Company be obligated to issue any fractional share on any exercise of
a Warrant.
  7.
              AMENDMENT
      OF THE PLAN.
  (a)           The
Board may from time to time amend or modify the Plan for any reason; provided
that the Company will seek shareholder approval for any change if and to the
extent required by applicable law, regulation or rule.
  (b)           Rights
and obligations under any Warrant granted before amendment of the Plan shall not
be altered or impaired by any amendment, unless the Holder consents in
writing.
  8.
              TERMINATION
      OR SUSPENSION OF THE PLAN.
  The Board
may suspend or terminate the Plan at any time for any reason.  Unless
sooner terminated, the Plan shall terminate on the day prior to the tenth
anniversary of the date the Plan is adopted by the Board.  No Warrants
may be granted under the Plan while the Plan is suspended or after it is
terminated.  Rights and obligations under any Warrant granted while
the Plan is in effect shall not be altered or impaired by suspension or
termination of the Plan, except with the written consent of the
Holder.
  9.
              EFFECTIVE
      DATE OF THE PLAN.
  The Plan
shall be effective immediately upon its adoption by the Board.
  6
  10.
                WITHHOLDING
      TAXES.
 Whenever
the Company proposes or is required to issue or transfer shares of Stock under
the Plan, the Company shall have the right to require the grantee to remit to
the Company an amount sufficient to satisfy any Federal, state or local
withholding tax requirements prior to the delivery of any certificate or
certificates for such shares.  Alternatively, the Company may issue or
transfer such shares net of the number of shares sufficient to satisfy the
minimum withholding tax requirements.  For withholding tax purposes,
the shares of Stock shall be valued on the date the withholding obligation is
incurred.
  11.
              NO
      RIGHTS AS STOCKHOLDER.
  No
Holder, as such, shall have any rights as a stockholder of the
Company.
  12.
              NO
      RIGHTS TO CONTINUED ENGAGEMENT.
  The Plan
and any Warrants granted under the Plan shall not confer on any Holder any right
with respect to continuation of engagement by the Company or any Subsidiary as a
Consultant or otherwise, nor shall they interfere in any way with the right of
the Company or any Subsidiary that engages a Consultant to terminate the
Consultant’s engagement at any time.
  13.
              INDEMNIFICATION.
  In
addition to such other rights of indemnification as they may have as Officers or
Directors, Officers or Directors to whom authority to act for the Board or the
Company with respect to the Plan is delegated shall be indemnified by the
Company against all reasonable expenses, including attorneys’ fees, actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan, or any right granted hereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such person is liable for gross negligence, bad faith or
intentional misconduct in duties; provided, however, that within sixty (60) days
after the institution of such action, suit or proceeding, such person shall
offer to the Company, in writing, the opportunity at its own expense to handle
and defend the same.
  7
  
 NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE ON EXERCISE HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
ENCUMBERED, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREFOR UNDER
SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE
CORPORATION AND CONCURRED IN BY THE CORPORATION’S COUNSEL TO THE EFFECT THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR SUCH TRANSACTION COMPLIES
WITH RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID
ACT.
   Warrant No. ___
              
              
              Warrant to
      Purchase_________ shares
      ofCommon Stock
      (Subjectto
    Adjustment)
  WARRANT
TO PURCHASE COMMON STOCK
 of
 WASTE
CONNECTIONS, INC.
  Void
after ________________________
  This
certifies that for value received, _____________ (“Holder”) is entitled, subject
to the terms set forth below, at any time or from time to time beginning on
_______________ and before 5:00 p.m., Pacific standard time, on
_______________________, to purchase from Waste Connections, Inc., a Delaware
corporation (the “Company”), up to ____________ fully paid and nonassessable
shares of the common stock, par value $0.01 per share, of the Company (the
“Common Stock”) as constituted on _______________________ (the “Issue Date”),
upon surrender hereof at the principal office of the Company, with the
subscription form attached hereto properly completed and duly executed, and
simultaneous payment therefor in lawful money of the United States at the price
of $______ per share, subject to adjustment as provided in Section 4 hereof (the
“Purchase Price”).  The number and character of such shares of Common
Stock are also subject to adjustment as provided below.  Such number
shall be reduced at such time or times as this Warrant is exercised in part by
the number of shares as to which this Warrant is then exercised.  The
term “Warrant Stock” shall mean, unless the context otherwise requires, the
stock and other securities and property at any time receivable upon the exercise
of this Warrant.  The term “warrant” as used herein shall include this
Warrant and any warrants delivered in substitution or exchange therefor as
provided herein.
  1.           Method of Exercise;
Payment.  Subject to compliance with the provisions of Section
7 hereof:
  A.           Cash
Exercise.  This Warrant may be exercised as a whole, or in part
from time to time, by the Holder by delivering this Warrant, for cancellation if
it is exercised as a whole or for endorsement if it is exercised in part,
together with a Subscription in the form appearing
at the end hereof properly completed and duly executed by or on behalf of the
Holder, to the Company at its office in Folsom, California (or at the office of
the agency maintained for such purpose), accompanied by payment in cash or by
certified or official bank check payable to the order of the Company, in an
aggregate amount equal to the Purchase Price as then adjusted times the number
of shares of Warrant Stock as to which this Warrant is then being
exercised.  In the event of any such exercise that is partial, the
Company shall endorse this Warrant as having been exercised to that extent and
return this Warrant to the Holder.  This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above, and the person entitled to receive
the shares of Warrant Stock issuable upon such exercise shall be treated for all
purposes as the holder of such shares of record as of the close of business on
such date.
  Annex A -
page 1
  B.           Net Issue
Exercise.  In lieu of exercising this Warrant pursuant to
Section 1.A, Holder may elect to receive shares equal to the value of this
Warrant (or the portion thereof being cancelled) by surrender of this Warrant at
such office together with notice of such election, in which event the Company
shall issue to Holder a number of shares of Warrant Stock computed using the
following formula:
  X = Y (A-B)
 A
  Where    X
=           the number of
shares of Warrant Stock to be issued to Holder.
  Y
=           the number of
shares of Warrant Stock purchasable under this Warrant at the date of such
calculation or, if only a portion of this Warrant is being exercised, the
portion of this Warrant being cancelled at the date of such
calculation.
  A
=           the fair
market value of one share of Warrant Stock purchasable under this Warrant at the
date of such calculation.
  B
=           Purchase
Price (as adjusted to the date of such calculations).
  For
purposes of this Warrant, fair market value of one share of Warrant Stock shall
mean:
  (1)           The
average of the closing price of the Common Stock quoted on the New York Stock
Exchange or the closing price quoted on any other national securities exchange
or the NASDAQ National Market on which the Common Stock is listed, whichever is
applicable, as published in the Western Edition of The Wall Street Journal for
the ten trading days prior to the date of determination of fair market value;
or
  (2)           If
the Common Stock is not traded on the New York Stock Exchange or on such other
exchange or the NASDAQ National Market, an amount reasonably determined in good
faith by the Board of Directors to be the fair market value.
  C.           Delivery of Stock
Certificates.  The Company will, or will direct its transfer
agent to, issue, as soon as practicable after any exercise of this Warrant under
Section 1 and in any event within thirty days thereafter, at its expense
(including the payment by it of any applicable issue taxes), in the name of and
deliver to the Holder, or as the Holder may direct (on payment
by the Holder of any applicable transfer taxes) a certificate or certificates
for the number of fully paid and nonassessable shares of Warrant Stock as to
which this warrant is so exercised.
  Annex A -
page 2
  2.           Payment of
Taxes.  All shares of Warrant Stock issued upon the exercise of
this Warrant shall be validly issued, fully paid and nonassessable, and the
Company shall pay all taxes and other governmental charges that may be imposed
in respect of the issuance or delivery thereof.  The Company shall not
be required, however, to pay any tax or other charge imposed in connection with
any transfer involved in the issue of any certificate for shares of Warrant
Stock in any name other than that of the Holder and, in such case, the Company
shall not be required to issue or deliver any stock certificate until such tax
or other charge has been paid, or it has been established to the Company’s
satisfaction that no tax or other charge is due.
  3.           A.           Transfer.  This
Warrant and all rights hereunder are generally not transferable except by will
or the laws of descent and distribution, unless the Company expressly permits a
transfer, such as to a trust or other entity for estate planning purposes,
pursuant to a domestic relations order, or as a gift to certain family
members.  Unless the Company approves such a transfer, this Warrant is
exercisable during the Holder’s life only by the Holder.
  B.           Exchange.  At
the request of the Holder, the Company shall exchange this Warrant for two or
more Warrants of like tenor entitling the Holder to purchase the same aggregate
number of shares of Warrant Stock, each new Warrant to represent the right to
purchase such number of shares of Warrant Stock as the Holder shall designate at
the time of such exchange; provided that the Holder shall not be entitled so to
exchange this Warrant or any warrant received in any such exchange on more than
an aggregate of five occasions.
  4.           A.           Change in
Control.  In the event that the Company is subject to a Change
in Control:
  (i)           immediately
prior thereto this Warrant shall be automatically accelerated and become
immediately exercisable as to all of the shares of Warrant Stock covered hereby,
notwithstanding anything to the contrary in the Plan or this Agreement;
and
  (ii)           the
Board may, in its discretion, and on such terms and conditions as it deems
appropriate, by resolution adopted by the Board or by the terms of any agreement
of sale, merger or consolidation giving rise to the Change in Control, provide
that, without the Holder’s consent, the shares subject to this Warrant may (a)
continue as an immediately exercisable warrant of the Company (if the Company is
the surviving corporation), (b) be assumed as immediately exercisable warrants
by the surviving corporation or its parent, (c) be substituted by immediately
exercisable warrants granted by the surviving corporation or its parent with
substantially the same terms for this Warrant, or (d) be cancelled after payment
to the Holder of an amount in cash or other consideration delivered to
stockholders of the Company in the transaction resulting in a Change in Control
of the Company equal to the total number of shares subject to this Warrant
multiplied by the remainder of (1) the amount per share to be received by
holders of the Common Stock in the sale, merger or consolidation, minus (2) the
exercise price per share of the shares of Warrant Stock subject to this
Warrant.
  Annex A -
page 3
  B.           Stock Dividends, Stock
Splits, Etc.  The exercise price shall be subject to adjustment
from time to time in the event that the Company shall (i) pay a dividend in, or
make a distribution of, shares of Common Stock (or securities convertible into,
exchangeable for or otherwise entitling a holder thereof to receive Common
Stock), or evidences of indebtedness or other property or assets, on outstanding
Common Stock, (ii) subdivide the outstanding shares of Common Stock into a
greater number of shares, (iii) combine the outstanding shares of Common Stock
into a smaller number of shares or (iv) issue any shares of its capital stock in
a reclassification of the Common Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the resulting
corporation).  An adjustment made pursuant to this Section 4.B shall,
in the case of a dividend or distribution, be made as of the record date
therefor and, in the case of a subdivision, combination or reclassification, be
made as of the effective date thereof.  In any such case, the total
number of shares and the number of shares or other units of such other
securities purchasable on exercise of this Warrant immediately prior thereto
shall be adjusted so that the Holder shall be entitled to receive at the same
aggregate purchase price the number of shares of Warrant Stock and the number of
shares or other units of such other securities that the Holder would have owned
or would have been entitled to receive immediately following the occurrence of
any of the events described above had the Warrant been exercised in full
immediately prior to the occurrence (or applicable record date) of such
event.  If, as a result of any adjustment pursuant to this Section
4.B, the Holder shall become entitled to receive shares of two or more classes
or series of securities of the Company, the Board shall equitably determine the
allocation of the adjusted exercise price between or among shares or other units
of such classes or series and shall notify the Holder of such
allocation.
  C.           Further
Adjustments.  If at any time, as a result of an adjustment made
pursuant to this Section 4, the Holder shall become entitled to receive any
shares of capital stock or shares or other units of other securities or property
or assets other than Warrant Stock, the number of such other shares or units so
receivable on any exercise of the Warrant shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the shares of Warrant Stock in this Section 4, and
the provisions of this Agreement with respect to the shares of Warrant Stock
shall apply, with necessary changes in points of detail, on like terms to any
such other shares or units.
  D.           No Fractional
Shares.  All calculations under this Section 4 shall be, in the
case of purchase price, rounded up to the nearest cent or, in the case of shares
subject to this warrant, rounded down to the nearest one-hundredth of a share,
but in no event shall the Company be obligated to issue any fractional share on
any exercise of the Warrant.
  E.           Certificate as to
Adjustments.  Upon the occurrence of each adjustment or
readjustment pursuant to this Section 4, the Company at its expense shall
promptly compute such adjustment or readjustment in accordance with the terms
hereof and furnish to each Holder of this Warrant a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based.  The Company shall, upon the
written request, at any time, of any such Holder, furnish or cause to be
furnished to such Holder a like certificate setting forth:  (i) such
adjustments and readjustments; (ii) the Purchase Price at the time in effect;
and (iii) the number of shares and the amount, if any, of other property that at
the time would be received upon the exercise of the Warrant.
  Annex A -
page 4
  F.           No Dilution or
Impairment.  The Company will not by amendment of its
Certificate of Incorporation, or through reorganization, consolidation, merger,
dissolution, issuance or sale of securities, sale of assets, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder against
dilution or other impairment.  Without limiting the generality of the
foregoing, the Company (i) will not increase the par value of any shares of
Warrant Stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise, (ii) will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares upon the exercise of this Warrant, and (iii)
will take no action to amend its Certificate of Incorporation that would change
to the detriment of the holders of Common Stock (whether or not any Common Stock
be at the time outstanding) the dividend or voting rights of the Company’s
Common Stock (as constituted on the Issue Date).
  G.           Notices of Record
Date.  In case:
  (i)           The
Company shall take a record of the holders of its Common Stock (or other stock
or securities at the time receivable upon the exercise of this Warrant) for the
purpose of entitling them to receive any dividend or other distribution or any
right to subscribe for or purchase any shares of stock of any class or any other
securities, or to receive any other right, or
  (ii)           Of
any capital reorganization of the Company, any reclassification of the capital
stock of the Company, any split or combination of shares of any class of capital
stock of the Company, any consolidation or merger of the Company with or into
another corporation, or any conveyance of all or substantially all of the assets
of the Company to another corporation, or
  (iii)           Of
any voluntary dissolution, liquidation or winding-up of the
Company,
  then, and
in each such case, the Company will mail or cause to be mailed to the Holder a
notice specifying, as the case may be, (a) the date on which a record is to be
taken for the purpose of such dividend, distribution or right, and stating the
amount and character of such dividend, distribution or right, or (b) the date on
which such reorganization, reclassification, split, combination, consolidation,
merger, conveyance, dissolution, liquidation or winding-up is to take place, and
the time, if any is to be fixed, as of which the holders of record of Common
Stock (or such stock or securities at the time receivable upon the exercise of
this Warrant) shall be entitled to exchange their shares of Common Stock (or
such other stock or securities) for securities or other property deliverable
upon such reorganization, reclassification, split, combination, consolidation,
merger, conveyance, dissolution, liquidation or winding-up.  Such
notice shall be mailed at least 90 days prior to the date therein
specified.
  5.           Loss or
Mutilation.  Upon receipt by the Company of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant, and of indemnity reasonably satisfactory to it, and
(in the case of mutilation) upon surrender and cancellation of this Warrant, the
Company will execute and deliver in lieu thereof a new warrant of like
tenor.
  Annex A -
page 5
  6.           Reservation of Common
Stock.  The Company shall at all times reserve and keep
available for issue upon the exercise of this Warrant such number of its
authorized but unissued shares of Warrant Stock as will be sufficient to permit
the exercise in full of this Warrant.
  7.           Investment
Intent.  The Holder, by accepting this Warrant, represents and
warrants to the Company as follows:
  A.           Acquisition for Own
Account.  The Holder is acquiring this Warrant for the Holder’s
own account, not as a nominee or agent.  The Holder is not obligated
to transfer this Warrant to anyone else nor has any agreements or understandings
to do so.  The Holder is acquiring this Warrant for investment for an
indefinite period and not with a view to any sale or distribution of it, by
public or private sale or other disposition, and has no intention of selling,
granting any participation in or otherwise distributing or disposing of
it.  The Holder does not intend to subdivide the Warrant with
anyone.
  B.           Restricted
Securities.  The Holder is able to bear the economic risk of
the Holder’s investment in this Warrant and is aware that the Holder must be
prepared to hold this Warrant for an indefinite period and that this Warrant has
not been registered under the Act, on the ground that no distribution or public
offering of this Warrant is to be effected and this Warrant is being issued by
the Company without any public offering within the meaning of Section 4(2) of
the Act.
  C.           Sophistication.  The
Holder is an “accredited investor” as that term is defined in Regulation D under
the Act.  The Holder has such knowledge and experience in financial
and business matters that the Holder is capable of evaluating the merits and
risks of the Holder’s investment in this Warrant.
  D.           Agreement to Refrain from
Resales.  Without in any way limiting the Holder’s
representations herein, the Holder further agrees that the Holder shall not
encumber, pledge, hypothecate, sell, assign, transfer or otherwise dispose of
this Warrant, unless and until, prior to any proposed encumbrance, pledge,
hypothecation, sale, assignment, transfer or other disposition, either (i) a
registration statement under the Act with respect thereto shall be then
effective (ii)(a) the Holder shall have furnished the Company with a statement
of the circumstances of the proposed disposition and an opinion of counsel
(obtained at the Holder’s expense) satisfactory to the Company to the effect
that such disposition will not require registration under the Act and (b)
counsel for the Company shall have concurred in such opinion of counsel and the
Company shall have advised the Holder of such concurrence.
  E.           Certificates to be
Legended.  The Holder understands and agrees that this Warrant
and any warrant issued to replace this Warrant will bear a legend on the face
thereof (or on the reverse thereof with a reference to such legend on the face
thereof) in substantially the form set forth on the first page of this Warrant
and any other legend that the Company considers necessary or appropriate to
comply with any applicable securities law.
  8.           Notices.  All
notices and other communications from the Company to the Holder shall be mailed
by first-class registered or certified mail, postage prepaid, to the address furnished
to the Company in writing by the last Holder who shall have furnished an address
to the Company in writing.
  Annex A -
page 6
  9.           
Change;
Waiver.  Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
  10.           Attorneys’
Fees.  In the event any party is required to engage the
services of attorneys for the purpose of enforcing this Warrant, or any
provision hereof, the prevailing party shall be entitled to recover its
reasonable attorneys’ fees and any other costs or expenses.
  11.           Headings.  The
headings in this Warrant are for purposes of convenience in reference only, and
shall not be deemed to constitute a part hereof.
  12.           Law
Governing.  This Warrant shall be construed and enforced in
accordance with and governed by the laws of the State of California.
   DATED:__________________________WASTE CONNECTIONS,
      INC.By:
              ______________________________Ronald J.
      MittelstaedtChairman and Chief
      Executive Officer
   Annex A -
page 7
   ENDORSEMENTS
  Exercise
      Date
              Number
      of Shares
                as
      to Which
                Exercised
              Number
      of Shares
                Remaining
      Available for
                Exercise
              Signature of Authorized
                Officer of the
      Company
  Annex A -
page 8
  SUBSCRIPTION
FORM
  (To be
executed only upon exercise of warrant)
  The
undersigned Holder of this Warrant irrevocably exercises this Warrant for the
purchase of _________ shares of Common Stock of Waste Connections, Inc.,
purchasable with this Warrant, and herewith makes payment therefor, all at the
price and on the terms and conditions specified in this Warrant.
  
   Dated: ___________________(signature of
      Holder)(Street
      Address)(city) (state) (zip
      Code)
  Annex A -
page 9
 
 FORM
OF ASSIGNMENT
  FOR VALUE
RECEIVED the undersigned Holder of this Warrant hereby sells, assigns and
transfers unto the Assignee named below all of the rights of the undersigned
under the within Warrant, with respect to the number of shares of Common Stock
set forth below:
  Name of
      Assignee
              Address
              No. of
      Shares
 
 and does
hereby irrevocably constitute and appoint ____________ [Attorney] to make such
transfer on the books of Waste Connections, Inc., maintained for the purpose,
with full power of substitution in the premises.
   Dated:_____________________[Holder]By:
              _______________________________________Name:__________________________________Title:___________________________________
  
  Annex A -
 page 10