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                                                                    EXHIBIT 10.6

                              PURCHASE AGREEMENT

         THIS AGREEMENT is made and entered into this 1st day of September,
1999 by and between Albert DiMaria, James Frederico, and Osiris Ramos,
individuals having an office for the transaction of business at 1280 N.E. 48th
Street, Pompano Beach, Florida 33064 (hereinafter sometimes referred to
individually as "Seller" and collectively as "Sellers"), and, EarthCare
Company, a Delaware Corporation with principal offices at 14901 Quorum Drive,
Suite 200, Dallas, Texas 75240 (hereinafter referred to as "EarthCare" or
"Buyer").

                                 WITNESSETH:

         WHEREAS, the Sellers are the owners of all of the capital stock of
the following corporations: MAGNUM ENVIRONMENTAL SERVICES, INC. (hereinafter
referred to as "ENVIRONMENTAL SERVICES"); MAGNUM WORLD ENTERPRISES, INC.
(hereinafter referred to as "WORLD ENTERPRISES") and MAGNUM PROPERTY
DEVELOPMENT CORPORATION (hereinafter referred to as "PROPERTY DEVELOPMENT"),
such corporations being hereafter sometimes referred to as the "Corporations".

         WHEREAS, the Sellers are the owners of all of the limited partnership
interests in, and Property Development is the sole owner of the general
partnership in, the following limited partnerships: MAGNUM EAST COAST
PROPERTIES, LTD (hereinafter referred to as "EAST COAST"), MAGNUM WEST COAST
PROPERTIES, LTD. (hereinafter referred to as "WEST COAST") and MAGNUM NORTH
EAST PROPERTIES, LTD. (hereinafter referred to as "NORTH EAST"), such limited
partnerships being hereinafter sometimes referred to as the "Limited
Partnerships."

         WHEREAS, the Corporations and the Limited Partnerships are hereinafter
collectively referred to as the "Companies" and the interest of the Sellers in
the capital stock of the Corporations and the limited partnership interest of
the Limited Partnerships are hereinafter referred to sometimes collectively as
the "Ownership Interests."

         WHEREAS, Buyer desires to acquire, and Seller desire to sell, the
Ownership Interests for cash and shares of the common stock, ($.0001 par value
of the Buyer) said shares of common stock being hereinafter sometimes referred
to as the "Earth Care Common Stock."

         NOW THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained in this
Agreement, and for other good and valuable consideration the mutual receipt and
sufficiency of which is hereby acknowledged by the parties hereto, THE PARTIES
HERETO AGREE AS FOLLOWS:

1. PURCHASE AND SALE OF OWNERSHIP INTERESTS.

                  1.1   Upon the basis of the representations and warranties
                  contained herein and subject to the terms and conditions of
                  this Agreement, at the time of "Closing" (as hereinafter
                  defined) Sellers shall sell, convey, transfer, assign and
                  deliver to Buyer, and Buyer shall purchase from Sellers, all
                  of the Ownership Interests.

                  1.2   At the time of Closing, as part of the purchase price
                  for the Ownership Interests, and in exchange therefor, Buyer
                  shall pay to Sellers:


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         1.2(a)   Base Purchase Price. Sellers shall receive from Buyer Two
                  Million Two Hundred Seventy Eight Thousand One Hundred Forty
                  Three Dollars ($2,278,143) by a wire transfer through the
                  Federal Reserve System at Closing. In addition, Buyer shall
                  deliver to an escrow agent satisfactory to Buyer and Sellers,
                  the sum of Five Hundred Thousand Dollars ($500,000) for
                  Sellers' benefit as security for the material accuracy of
                  Seller's representations and warranties (Holdback Escrow). The
                  form of the escrow agreement with appropriate insertions is
                  attached hereto as SCHEDULE A and made a part hereof.

         1.2(b)   Registered Shares Purchase Price. In addition, Sellers shall
                  receive from Buyer at Closing Three Hundred Ten Thousand
                  (310,000) shares of Buyers' common stock duly registered under
                  the Securities Act of 1933 as amended ("Act") to the extent
                  necessary to permit dispositions of such shares.

         1.2(c)   Working Capital Purchase Price. Buyer shall pay to Sellers on
                  October 31, 1999 (Adjustment Date), as part of the purchase
                  price, any excess working capital computed as of August 31,
                  1999, actual closing of books of account. To the extent that
                  any of Company's accounts receivable generated prior to the
                  Closing Date are outstanding and constitute a portion of
                  excess working capital on the Adjustment Date, such accounts
                  receivable shall be distributed to Sellers on the Adjustment
                  Date.

         1.2(d)   Earnout Purchase Price. Sellers shall receive from Buyers Two
                  Hundred Seventy-Five Thousand (275,000) shares of unregistered
                  EarthCare Common Stock at Closing in escrow. The form of
                  escrow agreement is attached hereto as SCHEDULE A and made a
                  part hereof.

                  If Companies generate earnings before interest, depreciation,
                  taxes and amortization (EBITDA) of Two Million Dollars
                  ($2,000,000) twelve (12) months subsequent to the Closing, One
                  Hundred Thirty-Eight Thousand (138,000) of such shares shall
                  be released from escrow; and if they generate that much in the
                  second twelve (12) months subsequent to Closing, One Hundred
                  Thirty-Seven Thousand (137,000) shares shall be released from
                  escrow. Notwithstanding anything to the contrary stated herein
                  275,000 of such shares shall be released from escrow if the
                  EBITDA for 24 months subsequent to closing equals or exceeds
                  Four Million Dollars ($4,000,000). EBITDA shall be determined
                  in accordance with generally accepted accounting principles.
                  Such shares released from escrow shall be registered as a
                  "piggy back" registration on EarthCare's first registration
                  filed after such release from escrow.

                  Buyer promises in calculating earnings in the EBITDA formula,
                  that it will not intentionally or through bad faith impact
                  earnings so as to prevent Sellers from receiving their earnout
                  Purchase Price.

                  In addition, as a condition of escrow release, the principal
                  executives of the Companies are to be employed (provided they
                  are surviving) under the terms of mutually agreeable
                  employment agreements, the form of which is attached hereto as
                  SCHEDULE F, and no material breach of this Agreement between
                  Buyer and Sellers shall remain unresolved.

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             1.2(e) PURCHASE PRICE ALLOCATION. Buyer and Seller agree to
                    allocate the aggregate Purchase Price in the manner set
                    forth on SCHEDULE E attached hereto and made a part hereof.

      1.3    To facilitate the foregoing, Buyer agrees that for two (2)
             years after the Closing, all Ownership Interests acquired
             hereunder should be placed in and remain the sole assets of
             a Buyer subsidiary entity for which separate financial
             statements are prepared and reflected in the annual EBITDA
             computation referred to herein and none of the assets of the
             Companies shall be transferred to Buyer or its subsidiaries
             or affiliates, whether in liquidation or otherwise.

2.    CLOSING.

      2.1    Immediately after the Closing, Buyer shall transfer to Company by
             a wire transfer through the Federal Reserve System at Closing Nine
             Million Two Hundred Twenty One Thousand Eight Hundred Fifty-Seven
             Dollars ($9,221,857) to Companies' creditors identified in
             SCHEDULE C attached hereto and made a part hereof.

             2.2    Subject to the terms and conditions of this Agreement, the
                    closing of the purchase and sale of the Acquisition Stock
                    (the "Closing") shall be held as of August 31, 1999, at the
                    offices of Magnum Environmental Services, Inc., 1280 N.E.
                    48th Street, Pompano Beach, Florida, or at such other time,
                    location and date as shall be mutually agreed upon by the
                    parties hereto in writing. (Such time and date is sometimes
                    hereinafter referred to as the "Closing Date" or "Closing".)
                    All term liabilities of the Companies shall be paid by
                    Buyer on the Closing Date as set forth in paragraph 1.2(d),
                    and Buyer shall be responsible for obtaining the return and
                    cancellation of any and all guaranties of all Companies'
                    debt given by Sellers. All surety bonds currently
                    outstanding shall remain in full force and effect.

3.    PROCEDURE AT THE CLOSING. The parties hereto agree to take the following
      steps in the order listed:

      3.1    Sellers shall deliver to the Buyer the Ownership Interests, and
             such stock certificates, endorsements, assignments and other
             instruments to transfer to the Buyer good and marketable title to
             the Ownership Interests, free and clear of all liens, claims and
             encumbrances.

      3.2    In exchange for the Ownership Interests, Buyer shall deliver to
             Sellers the Purchase Price and other consideration required by this
             Agreement.

      3.3    The Buyer and Seller shall also deliver whatever other documents
             are contemplated by the Agreement.

4.    REPRESENTATIONS AND WARRANTIES OF SELLERS. In order to induce the Buyer to
      enter into this Agreement and to consummate the transactions contemplated
      hereunder, the Seller hereby makes the following representations,
      warranties, covenants and agreements:

      4.1    ORGANIZATION AND EXISTENCE.


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4.1(a) ENVIRONMENTAL SERVICES is a corporation duly organized and legally
       existing in good standing under the laws of the State of Florida, and
       has all requisite corporate power to carry on its business as now
       conducted. The nature of the business of ENVIRONMENTAL SERVICES and the
       character of the properties owned or leased by it do not require its
       qualification to do business as a foreign corporation in any state.
       Seller has delivered to Buyer a true and correct copy of the Articles of
       Incorporation of ENVIRONMENTAL SERVICES (certified by the Secretary of
       State of Florida) and by-laws of ENVIRONMENTAL SERVICES (certified by
       its Secretary).

4.1(b) WORLD ENTERPRISES is a corporation duly organized and legally existing
       in good standing under the laws of the State of Florida, and has all
       requisite corporate power to carry on its business as now conducted. The
       nature of the business of WORLD ENTERPRISES and the character of the
       properties owned or leased by it do not require its qualification to do
       business as a foreign corporation in any state. Seller has delivered to
       Buyer a true and correct copy of the Articles of Incorporation of WORLD
       ENTERPRISES (certified by the Secretary of State of Florida) and By-Laws
       of WORLD ENTERPRISES (certified by its Secretary).

4.1(c) PROPERTY DEVELOPMENT is a corporation duly organized and legally existing
       in good standing under the laws of the State of Florida, and has all
       requisite corporate power to carry on its business as now conducted. The
       nature of the business of PROPERTY DEVELOPMENT and the character of the
       properties owned or leased by it do not require its qualification to do
       business as a foreign corporation in any state. Seller has delivered to
       Buyer a true and correct copy of the Articles of Incorporation of
       PROPERTY DEVELOPMENT (certified by the Secretary of State of Florida)
       and By-Laws of PROPERTY DEVELOPMENT (certified by its Secretary).

4.1(d) EAST COAST is a limited partnership duly organized and legally existing
       in good standing under the laws of the State of Florida, and has all
       requisite power to carry on its business as now conducted. The nature of
       the business of EAST COAST and the character of the properties owned or
       leased by it do not required its qualification to do business as a
       foreign limited partnership in any state. Sellers have delivered to
       Buyer a true and correct copy of the Limited Partnership Agreement of
       EAST COAST (certified by the General Partner, Property Development).

4.1(e) WEST COAST is a limited partnership duly organized and legally existing
       in good standing under the laws of the State of Florida, and has all
       requisite corporate power to carry on its business as now conducted. The
       nature of the business of WEST COAST and the character of the properties
       owned or leased by it do not required its qualification to do business as
       a foreign corporation. Sellers have delivered to Buyer a true and correct
       copy of the Limited Partnership Agreement of WEST COAST (certified by the
       General Partner, Property Development).

4.1(f) NORTH EAST is a limited partnership duly organized and legally existing
       in good standing under the laws of the State of Florida, and has all
       requisite power to carry on its business as now conducted. The nature of
       the business of NORTH EAST and the character of the properties


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             owned or leased by it do not require its qualification to do
             business as a foreign limited partnership in any state. Sellers
             have delivered to Buyer a true and correct copy of the Limited
             Partnership Agreement of NORTH EAST (certified by the General
             Partner of Property Development).

4.2   SUBSIDIARIES OR OTHER ENTITIES. Except as stated herein, none of the
      Companies has any investments or ownership interests in any corporations,
      partnerships, joint ventures or other business enterprises, other than a
      limited partnership, Midway Development Limited, which entity is not part
      of this agreement.

4.3   CAPITALIZATION.

      4.3(a) ENVIRONMENTAL SERVICES is authorized to issue 1,000,000 shares of
             common stock, no par value, of which 436 shares are issued and
             outstanding at the time of the execution of this Agrement. All of
             the issued and outstanding shares of capital stock of ENVIRONMENTAL
             SERVICES have been duly issued, are validly outstanding, are fully
             paid and nonassessable, and are held of record and beneficially by
             Sellers; there are no outstanding subscriptions, options, warrants
             or rights to receive, purchase or subscribe to, or securities
             convertible into or exchangeable for, any issued or unissued shares
             of the capital stock of ENVIRONMENTAL SERVICES. ENVIRONMENTAL
             SERVICES has no liability for dividends declared and unpaid. Prior
             to Closing, the Sellers shall not, and shall not permit
             ENVIRONMENTAL SERVICES 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 the
             ENVIRONMENTAL SERVICES capital stock.

      4.3(b) WORLD ENTERPRISES is authorized to issue 1,000,000 shares of common
             stock, $1.00 par value, of which 310 shares are issued and
             outstanding at the time of the execution of this Agrement. All of
             the issued and outstanding shares of capital stock of WORLD
             ENTERPRISES have been duly issued, are validly outstanding, are
             fully paid and nonassessable, and are held of record and
             beneficially by Sellers; there are no outstanding subscriptions,
             options, warrants or rights to receive, purchase or subscribe to,
             or securities convertible into or exchangeable for, any issued or
             unissued shares of the capital stock of WORLD ENTERPRISES. WORLD
             ENTERPRISES has no liability for dividends declared and unpaid.
             Prior to Closing, the Sellers shall not, and shall not permit WORLD
             ENTERPRISES 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 the WORLD
             ENTERPRISES capital stock.

      4.3(c) PROPERTY DEVELOPMENT is authorized to issue 300 shares of common
             stock, $1.00 par value, of which 100 shares are issued and
             outstanding at the time of the execution of this Agreement. All of
             the issued and outstanding shares of capital stock of PROPERTY
             DEVELOPMENT have been duly issued, are validly outstanding, are
             fully paid and nonassessable, and are held of record and
             beneficially by Sellers; there are no outstanding subscriptions,
             options, warrants or rights to receive,


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                                    purchase or subscribe to, or securities
                                    convertible into or exchangeable for, any
                                    issued or unissued shares of the capital
                                    stock of PROPERTY DEVELOPMENT. PROPERTY
                                    DEVELOPMENT has no liability for dividends
                                    declared and unpaid. Prior to Closing, the
                                    Sellers shall not, and shall not permit
                                    PROPERTY DEVELOPMENT, 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 the PROPERTY DEVELOPMENT
                                    capital stock.

                           4.3(d)   EAST COAST has a 1% general partner interest
                                    (owned by PROPERTY DEVELOPMENT) and 99%
                                    limited partner interests (owned by the
                                    Sellers) issued and outstanding at the time
                                    of the execution of this Agreement. All of
                                    the outstanding partnership interests of
                                    EAST COAST have been duly issued, are
                                    validly outstanding, are fully paid, and are
                                    held of record and beneficially by PROPERTY
                                    DEVELOPMENT and Sellers; there are no
                                    outstanding subscriptions, options, warrants
                                    or rights to receive, purchase or subscribe
                                    to, or securities convertible into or
                                    exchangeable for, any issued or unissued
                                    partnership interests of EAST COAST. EAST
                                    COAST has no liability for distributions
                                    declared and unpaid. Prior to Closing, the
                                    Sellers shall not, and shall not permit EAST
                                    COAST to, issue or enter into any
                                    subscriptions, options, agreements or other
                                    commitments in respect of the issuance,
                                    transfer, sale or encumbrance of any
                                    partnership interests of EAST COAST.

                           4.3(e)   West Coast has a 1% general partner
                                    interest (owned by PROPERTY DEVELOPMENT)
                                    and 99% limited partner interests (owned by
                                    the Sellers) issued and outstanding at the
                                    time of the execution of this Agreement.
                                    All of the outstanding partnership
                                    interests of West Coast have been duly
                                    issued, are validly outstanding, are fully
                                    paid, and are held of record and
                                    beneficially by Sellers; there are no
                                    outstanding subscriptions, options,
                                    warrants or rights to receive, purchase or
                                    subscribe to, or securities convertible
                                    into or exchangeable for, any issued or
                                    unissued partnership interests of West
                                    Coast. West Coast has no liability for
                                    distributions declared and unpaid. Prior to
                                    Closing, the Sellers shall not, and shall
                                    not permit West Coast to, issue or enter
                                    into any subscriptions, options, agreements
                                    or other commitments in respect of the
                                    issuance, transfer, sale or encumbrance of
                                    any partnership interests of West Coast.

                           4.3(f)   NORTH EAST has a 1% general partner
                                    interest (owned by PROPERTY DEVELOPMENT)
                                    and 99% limited partner interests (owned by
                                    the Sellers) issued and outstanding at the
                                    time of the execution of this Agreement.
                                    All of the outstanding partnership
                                    interests of NORTH EAST have been duly
                                    issued, are validly outstanding, are fully
                                    paid, and are held of record and
                                    beneficially by PROPERTY DEVELOPMENT and
                                    Sellers; there are no outstanding
                                    subscriptions, options, warrants or rights
                                    to receive, purchase or subscribe to, or
                                    securities convertible into or exchangeable
                                    for, any issued or unissued partnership
                                    interests of NORTH EAST. NORTH EAST has no
                                    liability for distributions declared and
                                    unpaid. Prior to Closing, the Sellers shall
                                    not, and shall not permit NORTH EAST, to
                                    issue or enter into any subscriptions,
                                    options, agreements or other commitments in
                                    respect of the issuance, transfer, sale or
                                    encumbrance of any partnership interests of
                                    NORTH EAST.


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4.4      OWNERSHIP. Sellers have, and at the time of Closing will have, good and
         marketable title to the Ownership Interests, and there are, and at the
         time of Closing will be, no impediments to the sale and transfer of the
         Ownership Interests to Buyer. Upon delivery of the Ownership Interests
         to Buyer, by whatever instrument(s) are appropriate, the Ownership
         Interests (i) shall constitute all of the issued and outstanding
         Ownership Interests of the Companies, and (ii) shall be free and clear
         of all security interests, liens, charges, pledges, mortgages,
         encumbrances or rights of third parties whatsoever. It is noted that
         the general partnership interests in the Limited Partnership shall be
         deemed adequately conveyed by Sellers' transfer to Buyer of all of this
         issued and outstanding capital stock of PROPERTY DEVELOPMENT, the sole
         general partner of each such Limited Partnership.

4.5      FINANCIAL CONDITION. Sellers have furnished to Buyer copies of the
         following consolidated financial statements of the Companies, all of
         which are true and complete in all material respects and have been
         prepared in accordance with generally accepted accounting principles
         consistently applied (except to the extent otherwise reported):

         4.5(a)   A consolidated balance sheet ("Balance Sheet") of the
                  Companies as of December 31, 1998.

         4.5(b)   Consolidated statements of income and retained earnings of the
                  Companies for the twelve (12) months ended December 31, 1998
                  and for the 6-month period ended June 30, 1999. (Collectively,
                  the Balance Sheet and statements of income and retained
                  earnings are hereinafter referred to as the "Financial
                  Statements").

                  The Financial Statements are complete and correct in all
                  material respects and in accordance with the books of account
                  and records of the Companies and present fairly the financial
                  position of the Companies' business and the income,
                  stockholders' equity and cash flow of the Companies' business
                  at the dates and for the periods indicated.

         4.5(c)   Sellers warrant that the aggregate current assets of the
                  Companies will be sufficient to pay the aggregate amount of
                  current liabilities of the Companies as of the Closing Date.
                  Buyer agrees that any excess working capital on the Closing
                  Date after payment of all term debt (including principal and
                  interest to Closing Date) shall be distributed to Sellers as
                  set forth in paragraph 2.1(c). Such amount shall constitute
                  part of the Purchase Price.

4.6      ASSETS.

         4.6(a)   To Sellers' knowledge, the Companies have good and marketable
                  title to, and are in possession of, all of the assets,
                  equipment, vehicles, properties and rights, including all
                  properties, assets, vehicles and equipment as shown on the
                  Balance Sheet, free and clear of all liabilities, mortgages,
                  liens, pledges, security interests, restrictions, conditional
                  sales agreements, title retention agreements, charges or
                  encumbrances, except as shown on the Balance Sheet and in
                  Companies' records. Sellers represent its records to the
                  extent available, to Sellers' knowledge, set forth a list of
                  all material items of equipment, vehicles, properties,
                  containers, machinery, shop equipment, welders, grinders,

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                    work benches, jacks, stands, parts, office furniture,
                    fixtures, computer hardware/software and equipment owned by
                    the Companies as of the date of this Agreement and used in
                    connection with its business operations (hereinafter
                    sometimes referred to as the "Operating Equipment").

          4.6(b)    To Sellers' knowledge all of the Operating Equipment is in
                    good operating condition (normal wear and tear excepted),
                    has been well maintained, and is in adequate condition to
                    service the Companies' Customer Accounts (as herein defined)
                    and to conduct the operations of the Companies existing on
                    the Closing Date.

          4.6(c)    To Sellers' knowledge, there has not been any material
                    change in the Operating Equipment, since the inspection of
                    such Operating Equipment by Buyer on August 31, 1999, and
                    there shall not be any material change in the Operating
                    Equipment, in the aggregate, subsequent to a final
                    inspection of the Operating Equipment to be performed by
                    Buyer and Sellers prior to Closing.

          4.6(d)    The transactions contemplated by this Agreement do not and
                    will not subject any of the Companies or the Buyer to any
                    claim or liability for any obligation, debt or contract,
                    other than as specifically disclosed in this Agreement or
                    the Schedules attached hereto.

     4.7  CUSTOMER ACCOUNTS, MUNICIPAL CONTRACTS AND RELATED MATTERS.

          4.7(a)    Customer Accounts are the commercial, industrial,
                    municipal, and residential accounts of the Companies
                    pursuant to which the Companies provide waste removal,
                    collections, incorporation, storage and/or disposal. To
                    Sellers' knowledge, said Customer Accounts are listed on
                    Companies' books and records.

          4.7(b)    To Sellers' knowledge, all written service agreements,
                    franchises, licenses or other contracts, if any, to which
                    any of the Companies is a party and which related to
                    Customer Accounts is contained in Companies' books and
                    records. Original copies of all such contracts shall be
                    delivered by the Sellers to the Buyer no later than the
                    Closing Date, and such copies shall be true, accurate and
                    complete and shall include all amendments, supplements or
                    other modifications to such contracts. To the knowledge of
                    the Sellers, none of the Companies or any other party to any
                    of the Companies' municipal contracts or Customer Accounts
                    is in material default or alleged to be in material default
                    thereunder and there exists no condition or event which,
                    after notice or the lapse of time or both, would constitute
                    such a default.

          4.7(c)    Except as otherwise disclosed, the Sellers know of no oral
                    or written communication, fact, event or action which exists
                    or has occurred within 30 days prior to the date of
                    execution of this Agreement, which would tend to indicate
                    that any current customers of any of the Companies intends
                    to terminate their business relationship with any of the
                    Companies.

     4.8  MATERIAL CONTRACTS.  To Sellers' knowledge, none of the Companies is a
          party to or bound by any material written or oral (i) contracts not
          made in the ordinary


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         course of business; (ii) employment contracts, other than those
         terminable at will; (iii) contracts with any labor union or
         association; (iv) leases with respect to any property, real or
         personal, whether as lessor or lessee, except intercompany or as
         disclosed; (v) continuing contracts for the future purchase of
         materials, supplies or equipment in excess of the requirements of its
         business now booked; or (vi) contracts or commitment for capital
         expenditures heretofore otherwise disclosed.

4.9      EMPLOYEES - LABOR MATTERS.  The Companies have generally enjoyed a good
         employer-employee relationship with employees. To Sellers' knowledge,
         there exists no pending or threatened actions by any employees alleging
         sex, age, race, or other discriminatory practices, no current effort to
         organize these employees into collective bargaining units, and no
         collective bargaining agreement is now in effect.

4.10     INSURANCE.  The Companies maintain in effect insurance covering assets
         and businesses and any liabilities relating thereto in an amount
         believed adequate by the Sellers, and such insurance coverage shall be
         maintained by the Companies through and shall survive the Closing Date.
         Between the date hereof and the Closing Date, the Sellers shall cause
         the Companies to furnish to the Buyer such information as the Buyer
         shall reasonably request regarding the Companies' insurance.

4.11     LICENSES AND PERMITS.  To Sellers' knowledge, the Companies possess all
         licenses and other required governmental or official approvals, permits
         or authorizations, if any, the failure to possess which would have a
         material adverse effect on the businesses, financial condition or
         results of operations of the Companies including, without limitation,
         all common carrier rights, certificates of public need, waste material
         transportation permits, trademarks and trade names necessary to carry
         on business as now being conducted, without known conflict with valid
         licenses, permits, trademarks and trade names of others. All such
         licenses and permits are in full force and effect, and to Sellers'
         knowledge, no violations are or have been recorded in respect to any
         thereof, and no proceeding is pending, or to the knowledge of Sellers
         threatened, to revoke, suspend or otherwise limit such licenses or
         permits, except for the items identified in SCHEDULE G. To Sellers'
         knowledge, all licenses and permits will survive the Closing of the
         transactions contemplated by this Agreement.

4.12     TAX MATTERS.  The Companies have filed all federal, state, franchise
         tax, and other tax returns which are required to be filed and have paid
         or have 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
         all of the Companies' employee, federal and state income tax
         liabilities, corporate franchise taxes, due, payable or accrued by each
         of the Companies on or before the Closing Date have or will be paid.
         The Companies have filed all reports required to be filed with all such
         taxing authorities. Sellers shall be responsible for any tax liability
         attributable to operations of the Companies prior to Closing; in such
         event, Companies agree to provide Sellers with prompt access to
         Companies' records and personnel at no expense to Sellers. The parties
         agree that if Buyer whishes to maintain the Subchapter S status of the
         Corporations, there shall be an interim closing of the books as of the
         Closing Date so that Sellers shall be charged with only the profit of
         the Corporations from the beginning of the fiscal year to the Closing
         Date. Preparation of the final tax returns for the Subchapter S
         Corporations shall be


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                  completed by Sellers' accountants at Corporations' expense.
                  Similar closing of the books shall be had with respect to
                  the Limited Partnerships.

                  Buyer and Sellers agree to cause the Companies to make the
                  election provided by Section 338(h)(10) of the Internal
                  Revenue Code of 1986 as amended and Treasury Regulation
                  Paragraph 1.338(h)(10)-1(d)(1), and in connection therewith,
                  the parties agree that the allocation of the Purchase Price
                  shall be used in connection with the preparation of tax
                  returns reflecting the sale and purchase contemplated hereby.
                  Buyer agrees to reimburse Sellers for, and provide
                  simultaneously for the payment of, any and all additional
                  taxes, interest, and penalties incurred as a result of Sellers
                  agreeing to make such election and to indemnify Sellers
                  therefor together with any expenses incurred as a result
                  thereof including reasonable attorneys' and accountants' fees.

         4.13     LITIGATION.  To the knowledge of Sellers, none of the
                  Companies has received any notices of material default and
                  none of the Companies is in material default of (i) any
                  order, writ, injunction or decree of any court, or any
                  federal, state, municipal or other governmental department,
                  commission, board, bureau or instrumentality, or (ii) any
                  agreement or obligation to which any of the Companies is a
                  party or by which any of the Companies is bound or to which
                  any of the Companies or any of the property of the Companies'
                  may be subject. To Sellers' knowledge, there are no material
                  outstanding claims, actions, suits, proceedings or
                  investigations pending or, to the knowledge of the Sellers,
                  threatened against any of the Companies or which affect any of
                  the Companies or any assets or property of the Companies, at
                  law or in equity before or by any federal, state, municipal
                  court or other governmental department, authority, commission,
                  board, bureau, agency or instrumentality.

         4.14     COMPLIANCE WITH LAWS. To Sellers' knowledge, the Companies
                  are in compliance in all material respects with all federal,
                  state, and local laws, ordinances, regulations, rules, and
                  orders applicable to the Companies or to assets of the
                  Companies including, without limitation, all laws and
                  regulations relating to the protection of the environment,
                  anti-competitive practices, discrimination, employment, and
                  wage and hour practices. None of the Companies has received
                  notification of any asserted past or present material failure
                  to comply with any of such laws or regulations.

         4.15     ENVIRONMENTAL MATTERS.  To the best of Seller's knowledge, and
                  not having conducted any environmental assessment, audit or
                  investigation.

                       4.15(a)     During the period of time Seller owned or
                                   operated any facility of the Companies,
                                   Seller has been in material compliance with
                                   all currently applicable federal, state and
                                   local statutes, rules, ordinances and other
                                   laws and regulations relating to
                                   environmental matters;

                       4.15(b)     No releases or threats of releases of any
                                   toxic, hazardous or carcinogenic substances
                                   or medical wastes (including, but not limited
                                   to, petroleum products) to the environment
                                   from or at any facility of any of the
                                   Companies have occurred which have not been
                                   remediated to the extent required under
                                   currently applicable federal, state and local
                                   statutes, rules, ordinances and other laws,
                                   regulations, permits or orders of a
                                   governmental authority;


                                       10
<PAGE>   11
         4.15(c)  None of the Companies have received any written notice to the
                  effect that the landfills and other disposal sites to which
                  waste material transported by any of the Companies has been
                  delivered are not properly licensed pursuant to applicable
                  environmental laws to receive the material disposed of
                  therein.

         4.15(d)  No pending or threatened, claims, assessments or litigation
                  notices have been received by Seller with respect to any
                  alleged noncompliance with any of the Environmental Laws with
                  respect to the ownership or operation of any facility of any
                  of the Companies or any of the other Acquired Assets.

4.16     NO BROKERS' OR AGENT'S FEES. No agent, broker, finder, representative
         or other person or entity acting pursuant to authority of the Sellers
         will be entitled to any commission or finder's fee in connection with
         the origination, negotiation, execution or performance of the
         transactions contemplated under this Agreement.


4.17     NO MATERIAL ADVERSE CHANGE. To Sellers' knowledge from January 1, 1999,
         there has not been: (i) any material adverse change in the financial
         condition, assets, liabilities, business or results of operations of
         any of the Companies; (ii) to the knowledge of the Sellers, any
         threatened or prospective event or condition of any character
         whatsoever which could materially and adversely affect the business,
         financial condition  or results of operations of any of the Companies;
         (iii) any sale or other disposition of any of the Companies' (iii) any
         sale or other disposition of any of the Companies' assets other than in
         the ordinary course of business; or (iv) any uninsured damage,
         destruction or loss materially and adversely affecting the property,
         business or prospects of any of the Companies.

4.18     DUE AUTHORIZATION AND ABSENCE OF BREACH. This Agreement and all other
         agreements of the Sellers contemplated hereunder constitute valid and
         binding obligations of the Sellers, enforceable in accordance with
         their respective terms. Neither the execution and delivery of this
         Agreement (or any agreement contemplated hereunder) nor the
         consummation of the transactions contemplated hereby will: (i) conflict
         with or violate any provision of the Articles of Incorporation or
         By-Laws of any of the Companies; (ii) conflict with or violate any
         decree, writ, injunction or order of any court or administrative or
         other governmental body which is applicable to, binding upon or
         enforceable against any of the Companies or Sellers.

4.19     AUTHORITY TO CONTRACT. Sellers have the full power, right and authority
         to enter into and perform this Agreement without the consent of any
         person, entity or governmental agency.

4.20     ACCURACY OF THE INFORMATION FURNISHED BY THE SELLERS. No
         representation, statement or information made or furnished by the
         Sellers to the Buyer, including those contained in this Agreement and
         the various schedules attached hereto and the other information and
         statements referred to herein, contains or shall contain any materially
         untrue statement of any material fact.



                                       11
<PAGE>   12
     5.   REPRESENTATION AND WARRANTIES OF BUYER. In order to induce the Sellers
          to enter into this Agreement and to consummate the transactions
          contemplated hereunder, the Buyer hereby makes the following
          representations, warranties, covenants and agreements:

          5.1  ORGANIZATION AND EXISTENCE. Buyer is a corporation duly
               organized, validly existing and in good standing under the laws
               of the State of Delaware and has all the requisite corporate
               power and authority to carry on its business as now conducted
               and to consummate the transactions contemplated by this
               Agreement.

          5.2  AUTHORITY TO CONTRACT. The execution, delivery and performance
               of this Agreement by Buyer has been duly approved by its Board
               of Directors, and no further corporate action is necessary on
               the part of Buyer to consummate the transactions contemplated by
               this Agreement, assuming due execution of this Agreement by the
               parties.

          5.3  NO BROKER'S OR AGENT'S FEES. No agent, broker, finder,
               representative or other person or entity acting pursuant to the
               authority of the buyer will be entitled to any commission or
               finder's fee in connection with the origination, negotiation,
               execution or performance of the transactions contemplated under
               this Agreement.

          5.4  ACCURACY OF INFORMATION FURNISHED BY BUYER. No representation,
               statement or information made or furnished by Buyer to the
               Sellers in this Agreement, or in connection with the
               transactions contemplated hereby including, without limitation
               copies of the Buyer'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.

          5.5  REGISTRATION. The EarthCare common stock delivered to Sellers on
               the Closing Date has been duly registered with the Securities
               and Exchange commission on Form S-1 effective December 9, 1998,
               and such registration statement 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. Buyer agrees to maintain the currency of the
               registration statement and to provide Sellers with sufficient
               copies of the prospectus, as the same may be supplemented or
               stickered from time to time to enable Sellers to sell the
               registered shares for one year from Closing Date or until sold.
               Buyer also agrees to comply with the reporting requirement of
               the Securities Exchange Act of 1934 so that Sellers may sell the
               unregistered shares in accordance with Rule 144 thereunder.

     6.   ADDITIONAL AGREEMENT OF THE SELLERS. The Sellers further agree with
          the Buyer as follows:

          6.1  ACCESS TO OFFICES AND RECORDS. The Sellers shall cause the
               Companies to afford representatives of the Buyer, from and after
               the date of execution of this Agreement, full access, during
               normal business hours and upon reasonable notice, to all
               offices, books, properties, contracts, documents and records of
               the Companies and to furnish to the Buyer or its representatives
               all additional information, including financial or operating
               information with respect to the business and affairs of the
               Companies that the Buyer or its representatives may reasonably
               request. Sellers acknowledge that Buyer is a publicly-traded


                                       12

<PAGE>   13
         corporation and that Buyer will be required under the applicable
         securities laws to make public disclosure of detailed financial data
         concerning the Companies' operations. Prior to the Closing Date, Buyer
         has Sellers' permission to disclose publicly: (i) the amount of the
         Companies' revenues; and (ii) such other information as shall be
         included in any press release of Buyer which Sellers approve in
         advance of being released; such approval shall not be unreasonably
         withheld. Provided, however, that any furnishing of such information
         to the Buyer and any investigation by the Buyer shall not affect the
         right of the Buyer to rely solely upon the representations and
         warranties made by the Sellers in or pursuant to this Agreement; and
         provided further, that the Buyer: (i) will hold in strict confidence
         all documents and information concerning the Companies so furnished;
         and (ii) will promptly return all such documents and all copies to the
         Companies if this Agreement is not closed or for no reason.

6.2      CONDUCT OF BUSINESS PENDING THE CLOSING. From and after the
         execution and delivery of this Agreement and until the Closing Date,
         except as otherwise provided by the prior written consent or approval
         of the Buyer:

         6.2(a)   The Sellers will cause the Companies to conduct business and
                  operations in the manner in which the same has heretofore been
                  conducted and Sellers will use their best efforts to cause the
                  Companies to: (i) preserve the Companies' current business
                  organization intact; (ii) keep available to the Buyer the
                  services of the Companies' current employees and the
                  Companies' agents and distributors; and (iii) preserve the
                  Companies' current relationship with customers, suppliers and
                  others having business dealings with the Companies.

         6.2(b)   The Sellers will cause the Companies to maintain all 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.

         6.2(c)   The Sellers will take action to insure that none of the
                  Companies will: (i) pay any bonus or increase the rate of
                  compensation of any of the Companies' 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 the
                  Companies' hourly-rated employees; (iii) sell or transfer any
                  of the Companies' assets, except in the ordinary course; (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.

         6.2(d)   The Sellers shall not, and shall not permit any of the
                  Companies 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 the Acquisition
                  Stock.


6.3      EXECUTION OF FURTHER DOCUMENTS BY SELLERS. From and after the
         Closing, upon the reasonable request of the Buyer and at the Buyer's
         cost and expense,


                                       13

<PAGE>   14
                    the Sellers shall execute, acknowledge and deliver such
                    documents as may be appropriate to carry out the
                    transactions contemplated by this Agreement.

     6.4  INDEMNIFICATION BY SELLERS.

          6.4(a)   To the extent specified herein, the Sellers will indemnify
                   and hold the buyer harmless from and against any and all
                   damage, loss, cost, deficiency, assessment, liability or
                   other expense (including reasonable attorney's fees, costs of
                   court and litigation expenses, if any) suffered, incurred or
                   paid by the Buyer as a result of:

                   6.4(a)(1) The material untruth, inaccuracy, breach or
                             violation of any representation, warranty, covenant
                             or other obligation of the Sellers set forth in or
                             made in connection with this Agreement;

                   6.4(a)(2) The assertion against the Buyer or any of the
                             Companies of any material liability or obligation
                             of any of the Companies or of any claim relating to
                             the operation of the Companies, businesses, prior
                             to the Closing Date, whether absolute or
                             contingent, matured or unmatured, known or unknown
                             as of the Closing Date (including, without
                             limitation, customer claims or disputes).

                    6.4(a)(3) No claims for indemnification by Buyer shall be
                              payable until the aggregate thereof reaches
                              $50,000 and only claims in excess of $50,000 shall
                              be subject to indemnification. The maximum amount
                              payable to Buyers for Sellers' claims of
                              indemnification shall be $500,000.

               6.4(b)    The Buyer shall give written notice to the Sellers of
                         any claim, action, suit or proceeding relating to the
                         indemnity herein provided by Sellers not later than ten
                         (10) days after Buyer has received notice thereof.
                         Sellers shall have the right, at his option, to
                         compromise or defend, at his own expense and by his own
                         counsel (which counsel shall be reasonably satisfactory
                         to Buyer), any such action, suit or proceeding. Buyer
                         and Sellers agree to cooperate in any such defense or
                         settlement and to give each other full access to all
                         information relevant thereto.

               6.4(c)    The Holdback Cash shall constitute security for
                         Sellers' indemnification. If Buyer makes no claim of
                         breach of any of Sellers' representations, warranties
                         or covenants, or of any deficiency resulting from
                         uncollectible accounts receivable, then the Holdback
                         Escrow shall be delivered in full or in part to Sellers
                         one hundred eighty (180) days after the Closing Date,
                         along with an assignment to Sellers of the
                         uncollectible accounts receivable.

               6.4(d)    Except as herein expressly provided, the remedies
                         provided in this paragraph shall be cumulative and
                         shall not preclude assertion by the Buyer of any other
                         rights or the seeking of any other remedies available
                         against the Sellers at law or in equity.

     7.   ADDITIONAL AGREEMENT OF THE BUYER.



                                       14
<PAGE>   15


                  7.1  EXECUTION OF FURTHER DOCUMENTS BY BUYER. From and after
                       the Closing, upon reasonable request of Sellers, Buyer
                       shall execute, acknowledge and deliver to Sellers all
                       such further documents as may be appropriate to carry out
                       the transactions contemplated by this Agreement.

                  7.2  INDEMNIFICATION BY BUYER.

                       7.2(a)  The Buyer will indemnify and hold the Sellers
                               harmless from and against any and all damages,
                               loss, cost, deficiency assessment, liability or
                               other expense (including reasonable attorney's
                               fee, costs of court and costs of litigation, if
                               any) suffered, incurred or paid by the Sellers as
                               a result of:

                               7.2(a)(1) The untruth, inaccuracy, breach or
                                         violation of any representation,
                                         warranty, covenant or other obligation
                                         of the Buyer set forth in or made in
                                         connection with this Agreement;

                               7.2(a)(2) The assertion against the Sellers of
                                         any liability or obligation of the
                                         Buyer or any of the Companies or of any
                                         claim relating to the operation of the
                                         Companies' business subsequent to the
                                         Closing Date (including, without
                                         limitation, guaranties, customer claims
                                         or disputes); or

                               7.2(a)(3) As a result of any claim being made by
                                         a creditor of Companies against Buyer
                                         based on a personal guaranty of the
                                         indemnity.

                       7.2(b)  The Sellers shall give written notice to the
                               Buyer of any claim, action, suit or proceeding
                               relating to the indemnity herein provided by
                               Buyer not later than ten (10) days after Sellers
                               have received notice thereof. Buyer shall have
                               the right, at its option, to compromise or
                               defend, at its own expense and by its own counsel
                               (which counsel shall be reasonably satisfactory
                               to Sellers), any such action, suit or proceeding.
                               Sellers and Buyer agree to cooperate in any such
                               defense or settlement and to give each other full
                               access to all information relevant thereto.

                       7.2(c)  Except as herein expressly provided, the
                               remedies provided in this Paragraph hereof shall
                               be cumulative and shall not preclude assertion by
                               the Sellers of any other rights or the seeking of
                               any other remedies available against the Buyer at
                               law or in equity.

              8.  CONDITIONS TO OBLIGATIONS OF THE BUYER. The obligations of the
                  Buyer to effect the transactions contemplated by this
                  Agreement shall be subject to the fulfillment at or prior to
                  the Closing Date of each of the following conditions:

                  8.1  VALIDITY OF SELLERS' REPRESENTATIONS. All representations
                       and warranties of the Sellers contained in this Agreement
                       or otherwise made in writing pursuant to this Agreement
                       shall have been true and correct at and as of the date
                       hereof and they shall be true and correct at and as of
                       the Closing Date, with the same force and effect as
                       though made at and as of the Closing Date.



                                       15
<PAGE>   16
       8.2   PRE-CLOSING OBLIGATIONS. The Sellers shall have performed and
             compiled with all the obligations and conditions required by this
             Agreement to be performed or complied with by Sellers at or prior
             to the Closing Date, including the execution and delivery of all
             documents and contracts required to be delivered at or before the
             Closing Date pursuant to this Agreement.

       8.3   OPINION OF COUNSEL FOR SELLERS. The Buyer shall have received a
             favorable opinion from counsel for the Sellers limited to State of
             Florida and federal law, dated the date of the Closing, in form
             satisfactory to counsel for the Buyer, to the effect that:

             8.3(a)  Each of the Companies is a duly organized and legally
                     existing in good standing under the laws of its respective
                     jurisdiction, and it has the power and authority to carry
                     on its business as now being conducted and to own or hold
                     under lease, or otherwise, its assets.

             8.3(b)  This Agreement has been duly executed and delivered by the
                     Sellers, and constitutes a valid, enforceable and binding
                     obligation of the Sellers pursuant to the terms of this
                     Agreement.

             8.3(c)  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 the Sellers or any of the Companies, 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.

             8.3(d)  To the knowledge of such counsel, and without inquiry, no
                     consent, authorization, license, franchise, permit,
                     approval or order of any court or governmental agency or
                     body, other than those obtained by Sellers and delivered
                     to the Buyer prior to or on the date of the opinion, is
                     required for the sale of the Acquisition Stock by the
                     Sellers pursuant to this Agreement.

             8.3(e)  To the knowledge of such counsel, and without inquiry,
                     the execution and performance of this Agreement by the
                     Sellers will not violate: (i) the Organizational Documents
                     or the By-Laws, if applicable, of any of the Companies, or
                     (ii) any order of any court or other agency of government
                     known to said counsel.

             8.3(f)  The instruments of conveyance and assignments executed by
                     the Sellers to the Buyer pursuant to this Agreement are
                     adequate to convey the Ownership Interests, free and clear
                     of all liens, claims or encumbrances known to such counsel
                     after conducting a UCC-11 lien search with the offices of
                     the Secretary of State for the State of Florida, and the
                     offices of the County Clerk for the Counties in which
                     Companies do business, and

             8.3(g)  To the knowledge of such counsel (after reasonable
                     investigation), Sellers own all of the issued and
                     outstanding Ownership Interests of the Companies.

             The form of such opinion is set forth on SCHEDULE H attached
             hereto and made a part hereof.


                                       16















<PAGE>   17
         8.4      RECEIPT BY THE BUYER OF NECESSARY CONSENTS.  All necessary
                  consents or approvals of third parties to any of the
                  transactions contemplated hereby shall have been obtained, and
                  satisfactory evidence of such consents or approvals shall have
                  been delivered to the Buyer at Closing.

         8.5      RESIGNATION OF OFFICERS AND DIRECTORS.  Buyer shall have
                  received such resignations of officers and directors of the
                  Companies as shall have been requested by Buyer in the form
                  attached hereto as SCHEDULE I and made a part hereof.

         8.6      STOCK PURCHASE.  On Closing, the obligations of the
                  signatories shall be consummated.

     9.  CONDITIONS TO OBLIGATIONS OF THE SELLERS.  The obligations of the
         Sellers to effect the transactions contemplated by this Agreement shall
         be subject to the fulfillment at or prior to the Closing Date of each
         of the following conditions:

         9.1      VALIDITY OF BUYER'S REPRESENTATIONS.  All representations and
                  warranties of the Buyer contained in this Agreement or
                  otherwise made in writing pursuant to this Agreement shall
                  have been true and correct at and as of the date hereof and
                  they shall be true and correct at and as of the Closing Date,
                  with the same force and effect as though made at and as of the
                  Closing Date.

         9.2      PRE-CLOSING OBLIGATIONS.  The Buyer shall have performed and
                  complied with all the obligations and conditions required by
                  this Agreement to be performed or complied with by Sellers at
                  or prior to the Closing Date, including the execution and
                  delivery of all documents and contracts required to be
                  delivered at or before the Closing Date pursuant to this
                  Agreement.

         9.3      CORPORATE AUTHORITY OF BUYER.  The execution and performance
                  of this Agreement by the Buyer shall have been duly and
                  legally authorized in accordance with applicable law, and the
                  Buyer shall have furnished to counsel for the Sellers
                  certified copies of resolutions adopted by the Board of
                  Directors of the Buyer authorizing and proving the execution
                  and delivery of this Agreement and performance of the
                  transactions contemplated hereunder.

         9.4      OPINION OF COUNSEL FOR BUYER.  The Sellers shall have received
                  a favorable opinion from counsel for the Buyer dated the date
                  of the Closing, in form satisfactory to counsel for the
                  Sellers, to the effect that:

                  9.4(a)    The Buyer is a corporation, duly organized and
                            legally existing in good standing under the laws of
                            the State of Delaware, and it has the corporate
                            power and authority to carry on its business as now
                            being conducted and to carry out the transactions
                            and agreements contemplated hereby.

                  9.4(b)    All corporate and other proceedings required to be
                            taken by or on the part of the Buyer in order to
                            authorize it to perform its obligations hereunder
                            have been duly and properly taken, including any
                            necessary approval or authorization by the Board of
                            Directors of the Buyer.

                                       17
<PAGE>   18
         9.4(c)   This Agreement has been duly executed and delivered by the
                  Buyer and constitutes a valid, enforceable and binding
                  obligation of the Buyer pursuant to the terms of this
                  Agreement.

         9.4(d)   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.

         9.4(e)   The execution and performance of this Agreement by the Buyer
                  will not violate: (i) the Articles of Incorporation or the
                  By-Laws of the Buyer; or (ii) any order of any court or other
                  agency of government know to said counsel.

10.      SELLERS' NON-COMPETE AND NON-SOLICITATION AGREEMENT. As inducement to
         Buyer to enter into this Agreement and perform its obligations
         hereunder, and in consideration of the payments to Sellers pursuant to
         this Agreement, the Sellers agree that Sellers will not, for a period
         of two (2) years from the Closing Date, directly or indirectly, in each
         case, within the County of Broward and the County of Palm Beach, State
         of Florida; (whether as owner, partner, shareholder, agent, employee,
         independent contractor, consultant or otherwise): (i) engage in any
         business which directly competes with business of the Buyer, or with
         any subsidiary of Buyer as of the Closing Date, (ii) solicit any party
         who is or was a customer or supplier of the Company on the Closing Date
         for services of any type or quality being provided by the Company;
         (iii) solicit for employment any person who was or is an employee of
         the Company on the Closing Date, or (iv) either directly or indirectly,
         divulge, disclose, or communicate to any person, firm or corporation in
         any manner whatsoever any confidential information relating to the
         business of Buyer, or the Company for a period of two (2) years from
         date of Closing. The term, "confidential information", as used herein,
         means all information of a business or technical nature relative to the
         business of Buyer, the business of any customers of the Company or any
         business of any person, firm or corporation which consults with, or is
         affiliated with, Buyer or the Company. The term "confidential
         information" shall not include information so generally known as to be
         part of the public domain.

         Each of the covenants contained in this Article are separate and
         independent. The Sellers acknowledge and agree that Buyer's remedies at
         law may be inadequate in the event of a breach or threatened breach of
         the covenants set forth herein, and in such event, Buyer shall be
         entitled to have an injunction issued by any court of competent
         jurisdiction, enjoining and restraining each and every party concerned
         therewith from the creation or continuation of such breach.

11.      OTHER PROVISIONS.

         11.1     EMPLOYMENT AGREEMENTS. At Closing, Buyer will enter into
                  written Employment Agreements with key employees of Company in
                  a form set forth on SCHEDULE F.

         11.2     INCOMPLETE EXHIBITS. The parties hereto acknowledge and agree
                  (a) that many, if not all, of the schedules to be attached to
                  this Agreement will not have been prepared by the time of
                  execution of this Agreement, and (b) that consummation of the
                  transactions contemplated by this Agreement are subject to the
                  completion of such schedules by Sellers (to the extent that an
                  exhibit is to be completed by Sellers, such schedule must be
                  reasonably acceptable to Buyer) or



                                       18
<PAGE>   19

       Buyer (to the extent that a schedule is to be completed by Buyer, it must
       be reasonably acceptable to Sellers) as the case may be, prior to or at
       the Closing, pursuant to the terms of this Agreement.

11.3   SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations,
       warranties, 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 180 days.

11.4   WAIVER OR EXTENSIONS OF CONDITIONS. The Sellers or the Buyer 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 the Sellers and the
       Buyer. Any such extension or waiver shall not act as a waiver or an
       extension of any other provisions of this Agreement.

11.5   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:

       (i)     If to the Buyer:
               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 the Sellers:
               James Frederico
               3779 N.W. 52nd Street
               Boca Raton, FL 33496

       Copy to:
               Samuel P. Merio, Esq.
               Woods, Oviatt, Gilman
               Sturman & Clarke LLP
               700 Crossroads Building
               2 State Street
               Rochester, New York 14614

11.6   GOVERNING LAW. This Agreement shall be governed by the laws of the State
       of Florida.

11.7   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.


                                       19
<PAGE>   20

         11.8     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.

         11.9     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 but one
                  and the same instrument.

         11.10    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.

IN WITNESS WHEREOF the parties have executed this Agreement as of the 24th day
of August, 1999.


"Sellers"


/s/
----------------------------


/s/
----------------------------


/s/
----------------------------


"Buyer"

EarthCare Company


By: /s/ Harry M. Habets
   --------------------------
   HARRY M. HABETS
   President


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