Exhibit 10.1

IESI CORPORATION  1999 Stock Option Plan  As Amended March 17, 2003

1.    Purpose.The purpose of the IESI Corporation 1999 Stock Option Plan (the "Plan") is to provide (i) key
employees of IESI Corporation (the "Company") and its subsidiaries, (ii) certain consultants and advisors who perform services for the Company or its subsidiaries, and (iii) members of
the Board of Directors of the Company (the "Board"), with the opportunity to acquire shares of the Class A Voting Common Stock of the Company ("Common Stock"). The Company believes that the
Plan will enhance the incentive for participants to contribute to the growth of the Company, thereby benefiting the Company and the Company's shareholders, and will align the economic interests of the
participants with those of the shareholders.

2.    Administration.



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3.    Participants.All employees, officers and directors of the Company and its subsidiaries (including members of
the Board who are not employees), as well as consultants and advisors to the Company or its subsidiaries, are eligible to participate in the Plan. Consistent with the purposes of the Plan, the
Committee shall have exclusive power to select the employees, officers, directors and consultants and advisors who may be granted Options under the Plan ("Optionees"). Eligible individuals may be
selected individually or by groups or categories, as determined by the Committee in its discretion, and designation as a person to receive Options in any year shall not require the Committee to
designate such a person as eligible to receive Options in any other year.

4.    Options under the Plan.



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5.    Adjustments to the Options.In the event of any change in the outstanding Common Stock of the Company by
reason of any stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, reorganization, combination or exchange of
shares, a sale by the Company of all or part of its assets, or in the event of any distribution to stockholders other than a normal cash dividend, or other extraordinary or unusual event, if the
Committee shall determine, in its discretion, that such change equitably requires an adjustment in the terms of any Option or the number of shares of Common Stock available for Options, such
adjustment may be made by the Committee and shall be final, conclusive and binding for all purposes of the Plan.

6.    Change in Control.



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For
purposes of this Section 6.2, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of
Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. Also for purposes of this Subsection 6.2, Person shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however, a Person shall not include (1) the Company or any of its subsidiaries;
(2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries; (3) an underwriter temporarily holding securities pursuant
to an offering of such securities; or (4) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportion as their ownership of stock of the
Company.

7.    Transferability of Options.Except as provided below, an Optionee's rights under an Option may not be
transferred or encumbered, except by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order (as defined under Section 414(p) the Code).

8.    Withholding.All distributions made with respect to an Option shall be net of any amounts required to be
withheld pursuant to applicable federal, state and local tax withholding requirements. The Company may require an Optionee to remit to it or to the corporation that employs an Optionee an amount
sufficient to satisfy such tax withholding requirements prior to the delivery of any certificates for Common Stock. In lieu thereof, the Company or the employing corporation shall have the right to
withhold the amount of such taxes from any other sums due or to become due to the Optionee as the Company shall prescribe. The Committee may, in its discretion and subject to such rules as it may
adopt, permit an Optionee to pay all or a portion of the federal, state and local withholding taxes arising in connection with any Option exercise by electing to have the Company withhold shares of
Common Stock having a Fair Market Value equal to the amount of tax to be withheld.

9.    Shareholder Rights.An Optionee shall not have any of the rights or privileges of a holder of Common Stock
for any Common Stock that is subject to an Option, including any rights regarding voting or the payment of dividends, unless and until a certificate representing such Common Stock has been delivered
to the Optionee.

10.    Tenure.An Optionee's right, if any, to continue to serve the Company or its subsidiaries as a director,
officer, employee, consultant or advisor shall not be expanded or otherwise affected by his or her designation as an Optionee.

11.    No Fractional Shares.No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan
or any Option. The Committee shall determine whether cash shall be paid in lieu of fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

12.    Duration, Amendment and Termination.No Option may be granted more than ten years after the Effective Date
(as described in Section 14 below). The Plan may be amended or suspended in whole or in part at any time and from time to time by the Board, but no amendment shall be effective unless and until
the same is approved by shareholders of the Company where the Amendment would (i) increase the total number of shares which may be issued under the Plan or (ii) increase the maximum
number of shares of Common Stock with respect to Options that may be granted to any

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individual
Optionee. No amendment or suspension of the Plan shall adversely affect in a material manner any right of any Optionee with respect to any Option theretofore granted without such Optionee's
written consent.

13.    Governing Law.This Plan, Options granted hereunder and actions taken in connection with the Plan shall be
governed by the laws of the State of Delaware regardless of the law that might otherwise apply under applicable principles of conflicts of laws.

14.    Effective Date.This Plan shall be effective as of January 1, 1999, which is date as of which the
Plan was adopted by the Board.

|APPROVED         |  |                                                       
|---------------- |  | ------------------------------------------------------
|                 |  |                                                       
|IESI CORPORATION |  |                                                       
|By:              |  | Charles F. Flood
President and Chief Executive Officer

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