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                                                                   Exhibit 4.2

                                                                Execution Copy

                           Casella Waste Systems, Inc.

                    9.75% Senior Subordinated Notes due 2013

                      unconditionally guaranteed as to the
                         payment of principal, premium,
                             if any, and interest by

               the Guarantors listed on the signature pages hereof

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                               January 21, 2003

Goldman, Sachs & Co.,
  As Representative of the several Purchasers
  named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

         Casella Waste Systems, Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) $150,000,000 aggregate
principal amount of its 9.75% Senior Subordinated Notes due 2013, which are
unconditionally guaranteed by the subsidiaries of the Company listed on the
signature pages hereof. As an inducement to the Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Purchasers thereunder, the Company agrees with the Purchasers for the benefit of
holders (as defined herein) from time to time of the Registrable Securities (as
defined herein) as follows:

         1. CERTAIN DEFINITIONS. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

         The term "BROKER-DEALER" shall mean any broker or dealer registered
         with the Commission under the Exchange Act.

         "BLACKOUT PERIOD" shall have the meaning set forth in Section 2(c)
         hereof.

         "CLOSING DATE" shall mean the date on which the Securities are
         initially issued.

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                  "COMMISSION" shall mean the United States Securities and
         Exchange Commission, or any other federal agency at the time
         administering the Exchange Act or the Securities Act, whichever is the
         relevant statute for the particular purpose.

                  "EFFECTIVE TIME," in the case of (i) an Exchange Registration,
         shall mean the time and date as of which the Commission declares the
         Exchange Registration Statement effective or as of which the Exchange
         Registration Statement otherwise becomes effective and (ii) a Shelf
         Registration, shall mean the time and date as of which the Commission
         declares the Shelf Registration Statement effective or as of which the
         Shelf Registration Statement otherwise becomes effective.

                  "ELECTING HOLDER" shall mean any holder of Registrable
         Securities that has returned a completed and signed Notice and
         Questionnaire to the Company in accordance with Section 3(d)(ii) or
         3(d)(iii) hereof.

                  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
         or any successor thereto, as the same shall be amended from time to
         time.

                  "EXCHANGE OFFER" shall have the meaning assigned thereto in
         Section 2(a) hereof.

                  "EXCHANGE REGISTRATION" shall have the meaning assigned
         thereto in Section 3(c) hereof.

                  "EXCHANGE REGISTRATION STATEMENT" shall have the meaning
         assigned thereto in Section 2(a) hereof.

                  "EXCHANGE SECURITIES" shall have the meaning assigned thereto
         in Section 2(a) hereof.

                  "GUARANTORS" shall have the meaning assigned thereto in the
         Indenture.

                  The term "HOLDER" shall mean each of the Purchasers and other
         persons who acquire Registrable Securities from time to time (including
         any successors or assigns), in each case for so long as such person
         owns any Registrable Securities.

                  "INDENTURE" shall mean the Indenture, to be dated the Closing
         Date, between the Company, the Guarantors and U.S. Bank National
         Association, as Trustee, as the same shall be amended from time to
         time.

                  "LIQUIDATED DAMAGES" shall have the meaning assigned thereto
         in Section 2(d) hereof.

                  "NOTICE AND QUESTIONNAIRE" means a Notice of Registration
         Statement and Selling Securityholder Questionnaire substantially in the
         form of Exhibit A hereto.

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                  The term "PERSON" shall mean a corporation, association,
         partnership, organization, business, individual, government or
         political subdivision thereof or governmental agency.

                  "PURCHASE AGREEMENT" shall mean the Purchase Agreement, dated
         as of January 21, 2003, among the Purchasers, the Guarantors and the
         Company relating to the Securities.

                  "PURCHASERS" shall mean the Purchasers named in Schedule I to
         the Purchase Agreement.

                  "REGISTRABLE SECURITIES" shall mean the Securities; provided,
         however, that a Security shall cease to be a Registrable Security when
         (i) in the circumstances contemplated by Section 2(a) hereof, the
         Security has been exchanged for an Exchange Security in an Exchange
         Offer as contemplated in Section 2(a) hereof (provided that any
         Exchange Security that, pursuant to the last two sentences of Section
         2(a), is included in a prospectus for use in connection with resales by
         broker-dealers shall be deemed to be a Registrable Security with
         respect to Sections 5, 6 and 9 until resale of such Registrable
         Security has been effected within the 180-day period referred to in
         Section 2(a)); (ii) in the circumstances contemplated by Section 2(b)
         hereof, a Shelf Registration Statement registering such Security under
         the Securities Act has been declared or becomes effective and such
         Security has been sold or otherwise transferred by the holder thereof
         pursuant to and in a manner contemplated by such effective Shelf
         Registration Statement; (iii) such Security is sold pursuant to Rule
         144 under circumstances in which any legend borne by such Security
         relating to restrictions on transferability thereof, under the
         Securities Act or otherwise, is removed by the Company or pursuant to
         the Indenture; (iv) such Security is eligible to be sold pursuant to
         paragraph (k) of Rule 144; or (v) such Security shall cease to be
         outstanding.

                  "REGISTRATION DEFAULT" shall have the meaning assigned thereto
         in Section 2(d) hereof.

                  "REGISTRATION EXPENSES" shall have the meaning assigned
         thereto in Section 4 hereof.

                  "RESALE PERIOD" shall have the meaning assigned thereto in
         Section 2(a) hereof.

                  "RESTRICTED HOLDER" shall mean (i) a holder that is an
         affiliate of the Company within the meaning of Rule 405, (ii) a holder
         who acquires Exchange Securities outside the ordinary course of such
         holder's business, (iii) a holder who has arrangements or
         understandings with any person to participate in the Exchange Offer for
         the purpose of distributing Exchange Securities and (iv) a holder that
         is a broker-dealer, but only with respect to Exchange Securities
         received by such broker-dealer pursuant

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         to an Exchange Offer in exchange for Registrable Securities acquired by
         the broker-dealer directly from the Company.

                  "RULE 144," "RULE 405" and "RULE 415" shall mean, in each
         case, such rule promulgated under the Securities Act (or any successor
         provision), as the same shall be amended from time to time.

                  "SECURITIES" shall mean, collectively, the 9.75% Senior
         Subordinated Notes due 2013 of the Company to be issued and sold to the
         Purchasers, and securities issued in exchange therefor or in lieu
         thereof pursuant to the Indenture. Each Security is entitled to the
         benefit of the guarantees provided for in the Indenture (the
         "GUARANTEES") and, unless the context otherwise requires, any reference
         herein to a "SECURITY," an "EXCHANGE SECURITY" or a "REGISTRABLE
         SECURITY" shall include a reference to the related Guarantees.

                  "SECURITIES ACT" shall mean the Securities Act of 1933, or any
         successor thereto, as the same shall be amended from time to time.

                  "SHELF REGISTRATION" shall have the meaning assigned thereto
         in Section 2(b) hereof.

                  "SHELF REGISTRATION STATEMENT" shall have the meaning assigned
         thereto in Section 2(b) hereof.

                  "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of
         1939, or any successor thereto, and the rules, regulations and forms
         promulgated thereunder, all as the same shall be amended from time to
         time.

                  Unless the context otherwise requires, any reference herein to
a "Section" or "clause" refers to a Section or clause, as the case may be, of
this Exchange and Registration Rights Agreement, and the words "herein,"
"hereof" and "hereunder" and other words of similar import refer to this
Exchange and Registration Rights Agreement as a whole and not to any particular
Section or other subdivision.

         2. REGISTRATION UNDER THE SECURITIES ACT.

         (a) Except as set forth in Section 2(b) below, the Company and the
Guarantors agree to file under the Securities Act, as soon as practicable, but
no later than 90 days after the Closing Date, a registration statement relating
to an offer to exchange (such registration statement, the "EXCHANGE REGISTRATION
STATEMENT", and such offer, the "EXCHANGE OFFER") any and all of the Securities
for a like aggregate principal amount of debt securities issued by the Company
and guaranteed by the Guarantors, which debt securities and guarantees are
substantially identical to the Securities and the related Guarantees,
respectively (and are entitled to the benefits of a trust indenture which is
substantially identical to the Indenture or is the Indenture and which has been
qualified under the Trust Indenture Act), except that they have been registered
pursuant to an effective registration statement under the Securities Act and

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do not contain provisions for the liquidated damages contemplated in Section
2(d) below (such new debt securities hereinafter called "EXCHANGE SECURITIES").
The Company agrees to use its reasonable best efforts to cause the Exchange
Registration Statement to become effective under the Securities Act as soon as
practicable, but no later than 180 days after the Closing Date. The Company
agrees that it shall cause the Exchange Offer to be registered under the
Securities Act on the appropriate form and to comply with all applicable tender
offer rules and regulations under the Exchange Act. The Company further agrees
to use its best efforts to commence and complete the Exchange Offer promptly,
but no later than 45 days after such registration statement has become
effective, hold the Exchange Offer open for at least 30 days and exchange
Exchange Securities for all Registrable Securities that have been properly
tendered and not withdrawn on or prior to the expiration of the Exchange Offer.
The Exchange Offer will be deemed to have been "completed" only if the debt
securities and related guarantees received by holders other than Restricted
Holders in the Exchange Offer for Registrable Securities are, upon receipt,
transferable by each such holder without need for further compliance with
Section 5 of the Securities Act (except for the requirement to deliver a
prospectus included in the Exchange Registration Statement applicable to resales
by broker-dealers of Exchange Securities received by such broker-dealer pursuant
to an Exchange Offer in exchange for Registrable Securities other than those
acquired by the broker-dealer directly from the Company) and without material
restrictions under the blue sky or securities laws of a substantial majority of
the States of the United States of America. The Exchange Offer shall be deemed
to have been completed upon the earlier to occur of (i) the Company having
exchanged the Exchange Securities for all outstanding Registrable Securities
pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant
to the Exchange Offer, Exchange Securities for all Registrable Securities that
have been properly tendered and not withdrawn before the expiration of the
Exchange Offer, which shall be on a date that is at least 30 days following the
commencement of the Exchange Offer. The Company agrees (x) to include in the
Exchange Registration Statement a prospectus for use in any resales by any
holder of Exchange Securities that is a broker-dealer (where such Exchange
Security was received by a broker-dealer in an Exchange Offer in exchange for a
Registrable Security that was acquired by such broker-dealer for its own account
as a result of market-making or other trading activities, so long as such
Registrable Security was not acquired directly from the Company or an affiliate
of the Company) and (y) to keep such Exchange Registration Statement effective
for a period (the "RESALE PERIOD") beginning when Exchange Securities are first
issued in the Exchange Offer and ending upon the earlier of the expiration of
the 180th day after the Exchange Offer has been completed or such time as such
broker-dealers no longer own any Registrable Securities. With respect to such
Exchange Registration Statement, such holders shall have the benefit of the
rights of indemnification and contribution set forth in Sections 6(a), (c), (d)
and (e) hereof.

         (b) If (i) on or prior to the time the Exchange Offer is completed
existing Commission interpretations are changed such that the debt securities or
the related guarantees received by holders other than Restricted Holders in the
Exchange Offer for Registrable Securities are not or would not be, upon receipt,
transferable by each such holder without need for further compliance with
Section 5 of the Securities Act (except for the requirement to deliver a
prospectus included in the Exchange Registration Statement applicable to resales

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by broker-dealers of Exchange Securities received by such broker-dealer pursuant
to an Exchange Offer in exchange for Registrable Securities other than those
acquired by the broker-dealer directly from the Company), (ii) the Exchange
Offer has not been completed within 210 days following the Closing Date or (iii)
the Exchange Offer is not available to any holder of the Securities and such
holder notifies the Company in writing prior to the 210th day following the
Closing Date that (A) it is prohibited by law or Commission policy from
participating in the Exchange Offer, (B) that it may not resell the Exchange
Securities acquired by it in the Exchange Offer to the public without delivering
a prospectus and the prospectus contained in the Exchange Registration Statement
is not appropriate or available for such resales or (C) that it is a
broker-dealer and owns Registrable Securities acquired directly from the Company
or an affiliate of the Company, the Company shall, in lieu of (or, in the case
of clause (iii), in addition to) conducting the Exchange Offer contemplated by
Section 2(a), file under the Securities Act as soon as practicable, but no later
than the later of 60 days after the time such obligation to file arises, a
"shelf" registration statement providing for the registration of, and the sale
on a continuous or delayed basis by the holders of, all of the Registrable
Securities, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission (such filing, the "SHELF REGISTRATION" and such registration
statement, the "SHELF REGISTRATION STATEMENT"). The Company agrees to use its
reasonable best efforts (x) to cause the Shelf Registration Statement to become
or be declared effective no later than 120 days after such Shelf Registration
Statement is filed and to keep such Shelf Registration Statement continuously
effective for a period ending on the earlier of the second anniversary of the
Effective Time or such time as there are no longer any Registrable Securities
outstanding, provided, however, that no holder shall be entitled to be named as
a selling securityholder in the Shelf Registration Statement or to use the
prospectus forming a part thereof for resales of Registrable Securities unless
such holder is an Electing Holder who agrees to be bound by all of the
provisions of this Agreement applicable to such holder, and (y) after the
Effective Time of the Shelf Registration Statement, promptly upon the request of
any holder of Registrable Securities that is not then an Electing Holder, to
take any action reasonably necessary to enable such holder to use the prospectus
forming a part thereof for resales of Registrable Securities, including, without
limitation, any action necessary to identify such holder as a selling
securityholder in the Shelf Registration Statement, provided, however, that
nothing in this Clause (y) shall relieve any such holder of the obligation to
return a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(iii) hereof. The Company further agrees to
supplement or make amendments to the Shelf Registration Statement, as and when
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or rules and regulations thereunder for shelf
registration, and the Company agrees to furnish to each Electing Holder copies
of any such supplement or amendment prior to its being used or promptly
following its filing with the Commission.

         (c) Notwithstanding the foregoing, the Company, upon advising the
Purchasers in writing, may, pursuant to the advice of outside counsel to the
Company, delay the filing or effectiveness of any Exchange Registration
Statement or Shelf Registration Statement (if not then filed or effective, as
applicable) or suspend, or otherwise fail to maintain, the effectiveness
thereof, for a period (the "BLACKOUT PERIOD") not to exceed an aggregate of 60

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days in any twelve consecutive month period in the event that (1) the Board of
Directors of the Company reasonably and in good faith determines that the
premature disclosure of a material event at such time would have a material
adverse effect on the Company's business, operations or prospects or (2) the
disclosure otherwise relates to a material business transaction which has not
been publicly disclosed and the Board of Directors of the Company reasonably and
in good faith determines that any such disclosure would jeopardize the success
of such transaction; PROVIDED, that, upon the termination of such Blackout
Period, the Company promptly shall advise the Purchasers that such Blackout
Period has been terminated.

         (d) In the event that (i) the Company has not filed the Exchange
Registration Statement or Shelf Registration Statement on or before the date on
which such registration statement is required to be filed pursuant to Section
2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or
Shelf Registration Statement has not become effective or been declared effective
by the Commission within 180 days after the Closing Date (in the case of Section
2(a)) or 120 days after the Shelf Registration Statement is filed (in the case
of Section 2(b)), or (iii) the Exchange Offer has not been completed within 45
days after the initial effective date of the Exchange Registration Statement
relating to the Exchange Offer (if the Exchange Offer is then required to be
made) or (iv) any Exchange Registration Statement or Shelf Registration
Statement required by Section 2(a) or 2(b) hereof is filed and declared
effective but shall thereafter, prior to the time such Exchange Registration
Statement or Shelf Registration Statement is no longer required to be effective
pursuant to Section 2(a) or 2(b), either be withdrawn by the Company or shall
become subject to an effective stop order issued pursuant to Section 8(d) of the
Securities Act suspending the effectiveness of such registration statement
(except during a Blackout Period permitted by this Agreement) without being
succeeded immediately by an additional registration statement filed and declared
effective (each such event referred to in clauses (i) through (iv), a
"REGISTRATION DEFAULT" and each period during which a Registration Default has
occurred and is continuing, a "REGISTRATION DEFAULT PERIOD"), then the Company
shall pay to the holders liquidated damages for such Registration Default,
subject to the provisions of Section 9(b) ("LIQUIDATED DAMAGES"). Liquidated
Damages shall accrue at a per annum rate of 0.50% of the principal amount of
Registrable Securities for the first 90 days of the Registration Default Period,
at a per annum rate of 1.00% of the principal amount of Registrable Securities
for the second 90 days of the Registration Default Period, at a per annum rate
of 1.50% of the principal amount of Registrable Securities for the third 90 days
of the Registration Default Period and at a per annum rate of 2.00% of the
principal amount of Registrable Securities thereafter for the remaining portion
of the Registration Default Period, such Registration Default Period ending on
the earlier of (x) the date on which all Registration Defaults have been cured
and (y) the date on which all the Securities otherwise become freely
transferable by all holders of the Securities other than affiliates of the
Company or the Guarantors without further registration under the Securities Act.
Notwithstanding the forgoing, (A) the amount of Liquidated Damages payable shall
not increase solely because more than one Registration Default has occurred and
(B) for so long as a holder of Registrable Securities is not an Electing Holder,
such holder shall not be entitled to Liquidated Damages with respect to a
Registration Default that pertains to a Shelf Registration Statement.

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         (e) The Company and the Guarantors shall take all actions necessary or
advisable to be taken by them to ensure that the transactions contemplated
herein are effected as so contemplated, including all actions reasonably
necessary or desirable to register the Guarantees, under the registration
statement contemplated in Section 2(a) or 2(b) hereof, as applicable.

         (f) Any reference herein to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to
any post-effective amendment to a registration statement as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.

         3. REGISTRATION PROCEDURES.

         If the Company files a registration statement pursuant to Section 2(a)
or Section 2(b) hereof, the following provisions shall apply:

         (a) At or before the Effective Time of the Exchange Offer or the Shelf
Registration, as the case may be, the Company shall qualify the Indenture under
the Trust Indenture Act.

         (b) In the event that such qualification would require the appointment
of a new trustee under the Indenture, the Company shall appoint a new trustee
thereunder pursuant to the applicable provisions of the Indenture.

         (c) In connection with the Company's obligations with respect to the
registration of Exchange Securities as contemplated by Section 2(a) (the
"EXCHANGE REGISTRATION"), if applicable, the Company shall, as soon as
practicable (or as otherwise specified):

             (i) prepare and file with the Commission, as soon as practicable
         but no later than 90 days after the Closing Date, an Exchange
         Registration Statement on any appropriate form under the Securities Act
         which may be utilized by the Company and which shall permit the
         Exchange Offer and resales of Exchange Securities by broker-dealers
         during the Resale Period to be effected as contemplated by Section
         2(a), and use its reasonable best efforts to cause such Exchange
         Registration Statement to become effective as soon as practicable
         thereafter, but no later than 180 days after the Closing Date;

             (ii) as soon as practicable prepare and file with the Commission
         such amendments and supplements to such Exchange Registration Statement
         and the prospectus included therein as may be reasonably necessary to
         effect and maintain the effectiveness of such Exchange Registration
         Statement for the periods and purposes contemplated in Section 2(a)
         hereof and as may be required by the applicable rules and regulations
         of the Commission and the instructions applicable to the form of such
         Exchange Registration Statement, and promptly provide each
         broker-dealer holding Exchange Securities with

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         such number of copies of the prospectus included therein (as then
         amended or supplemented), in conformity in all material respects with
         the requirements of the Securities Act and the Trust Indenture Act and
         the rules and regulations of the Commission thereunder, as such
         broker-dealer reasonably may request prior to the expiration of the
         Resale Period, for use in connection with resales of Exchange
         Securities;

             (iii) promptly notify each broker-dealer that has requested or
         received copies of the prospectus included in such registration
         statement, and confirm such advice in writing, (A) when such Exchange
         Registration Statement or the prospectus included therein or any
         prospectus amendment or supplement or post-effective amendment has been
         filed, and, with respect to such Exchange Registration Statement or any
         post-effective amendment, when the same has become effective, (B) of
         any comments by the Commission and by the blue sky or securities
         commissioner or regulator of any state with respect thereto or any
         request by the Commission for amendments or supplements to such
         Exchange Registration Statement or prospectus or for additional
         information, (C) of the receipt by the Company of notification of the
         issuance by the Commission of any stop order suspending the
         effectiveness of such Exchange Registration Statement or the initiation
         or threatening of any proceedings for that purpose, (D) if at any time
         the representations and warranties of the Company contemplated by
         Section 5 cease to be true and correct in all material respects, (E) of
         the receipt by the Company of any notification with respect to the
         suspension of the qualification of the Exchange Securities for sale in
         any jurisdiction or the initiation or threatening of any proceeding for
         such purpose, or (F) at any time during the Resale Period when a
         prospectus is required to be delivered under the Securities Act, that
         such Exchange Registration Statement, prospectus, prospectus amendment
         or supplement or post-effective amendment does not conform in all
         material respects to the applicable requirements of the Securities Act
         and the Trust Indenture Act and the rules and regulations of the
         Commission thereunder or contains an untrue statement of a material
         fact or omits to state any material fact required to be stated therein
         or necessary to make the statements therein not misleading in light of
         the circumstances then existing;

             (iv) in the event that the Company would be required, pursuant to
         Section 3(c)(iii)(F) above, to notify any broker-dealers holding
         Exchange Securities, without delay prepare and furnish to each such
         holder a reasonable number of copies of a prospectus supplemented or
         amended so that, as thereafter delivered to purchasers of such Exchange
         Securities during the Resale Period, such prospectus shall conform in
         all material respects to the applicable requirements of the Securities
         Act and the Trust Indenture Act and the rules and regulations of the
         Commission thereunder and shall not contain an untrue statement of a
         material fact or omit to state a material fact required to be

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         stated therein or necessary to make the statements therein not
         misleading in light of the circumstances then existing;

             (v) use its reasonable best efforts to obtain the withdrawal of any
         order suspending the effectiveness of such Exchange Registration
         Statement or any post-effective amendment thereto at the earliest
         practicable date;

             (vi) (A) register or qualify the Exchange Securities under the
         securities laws or blue sky laws of such jurisdictions as are
         contemplated by Section 2(a) no later than the commencement of the
         Exchange Offer, (B) keep such registrations or qualifications in effect
         and comply with such laws so as to permit the continuance of offers,
         sales and dealings therein in such jurisdictions until the expiration
         of the Resale Period and (C) take any and all other actions as may be
         reasonably necessary or advisable to enable each broker-dealer holding
         Exchange Securities to consummate the disposition thereof in such
         jurisdictions; provided, however, that neither the Company nor the
         Guarantors shall be required for any such purpose to (1) qualify as a
         foreign corporation in any jurisdiction wherein it would not otherwise
         be required to qualify but for the requirements of this Section
         3(c)(vi), (2) be subject to general service of process or to taxation
         in any such jurisdiction or (3) make any changes to its certificate of
         incorporation or by-laws or any agreement between it and its
         stockholders;

             (vii) obtain the consent or approval of each governmental agency or
         authority, whether federal, state or local, which may be required to
         effect the Exchange Registration, the Exchange Offer and the offering
         and sale of Exchange Securities by broker-dealers during the Resale
         Period;

             (viii) provide a CUSIP number for all Exchange Securities, not
         later than the applicable Effective Time;

             (ix) comply with all applicable rules and regulations of the
         Commission, and make generally available to its securityholders as soon
         as practicable but no later than eighteen months after the effective
         date of such Exchange Registration Statement, an earning statement of
         the Company and its subsidiaries complying with Section 11(a) of the
         Securities Act (including, at the option of the Company, Rule 158
         thereunder).

         (d) In connection with the Company's obligations with respect to the
Shelf Registration, if applicable, the Company shall, as soon as practicable (or
as otherwise specified):

             (i) prepare and file with the Commission, as soon as practicable
         but in any case within the time periods specified in Section 2(b), a
         Shelf Registration Statement on any appropriate form under the
         Securities Act which may be utilized by the Company and which shall
         register all of the Registrable Securities

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         for resale by the holders thereof in accordance with such method or
         methods of disposition as may be specified by such of the holders as,
         from time to time, may be Electing Holders and use its reasonable best
         efforts to cause such Shelf Registration Statement to become effective
         as soon as practicable but in any case within the time periods
         specified in Section 2(b);

             (ii) not less than 30 calendar days prior to the Effective Time of
         the Shelf Registration Statement, mail the Notice and Questionnaire to
         the holders of Registrable Securities; no holder shall be entitled to
         be named as a selling securityholder in the Shelf Registration
         Statement as of the Effective Time, and no holder shall be entitled to
         use the prospectus forming a part thereof for resales of Registrable
         Securities at any time, unless such holder has returned a completed and
         signed Notice and Questionnaire to the Company by the deadline for
         response set forth therein; provided, however, holders of Registrable
         Securities shall have at least 28 calendar days from the date on which
         the Notice and Questionnaire is first mailed to such holders to return
         a completed and signed Notice and Questionnaire to the Company;

             (iii) after the Effective Time of the Shelf Registration Statement,
         upon the request of any holder of Registrable Securities that is not
         then an Electing Holder, promptly send a Notice and Questionnaire to
         such holder; provided that the Company shall not be required to take
         any action to name such holder as a selling securityholder in the Shelf
         Registration Statement or to enable such holder to use the prospectus
         forming a part thereof for resales of Registrable Securities until such
         holder has returned a completed and signed Notice and Questionnaire to
         the Company;

             (iv) as soon as practicable prepare and file with the Commission
         such amendments and supplements to such Shelf Registration Statement
         and the prospectus included therein as may be necessary to effect and
         maintain the effectiveness of such Shelf Registration Statement for the
         period specified in Section 2(b) hereof and as may be required by the
         applicable rules and regulations of the Commission and the instructions
         applicable to the form of such Shelf Registration Statement, and
         furnish to the Electing Holders copies of any such supplement or
         amendment simultaneously with or prior to its being used or filed with
         the Commission;

             (v) comply with the provisions of the Securities Act with respect
         to the disposition of all of the Registrable Securities covered by such
         Shelf Registration Statement in accordance with the intended methods of
         disposition by the Electing Holders provided for in such Shelf
         Registration Statement;

             (vi) provide (A) the Electing Holders, (B) the underwriters (which
         term, for purposes of this Exchange and Registration Rights Agreement,
         shall include a person deemed to be an underwriter within the meaning
         of Section

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         2(a)(11) of the Securities Act), if any, thereof, (C) any sales or
         placement agent therefor, (D) counsel for any such underwriter or agent
         and (E) not more than one counsel for all the Electing Holders the
         opportunity to participate in the preparation of such Shelf
         Registration Statement, each prospectus included therein or filed with
         the Commission and each amendment or supplement thereto;

             (vii) for a reasonable period prior to the filing of such Shelf
         Registration Statement, and throughout the period specified in Section
         2(b), make available at reasonable times at the Company's principal
         place of business or such other reasonable place for inspection by the
         persons referred to in Section 3(d)(vi) such financial and other
         information and books and records of the Company, and cause the
         officers, employees, counsel and independent certified public
         accountants of the Company to respond to such inquiries, as shall be
         reasonably necessary, in the judgment of the respective counsel
         referred to in such Section, to conduct a reasonable investigation
         within the meaning of Section 11 of the Securities Act; PROVIDED,
         however, that each such party shall be required to maintain in
         confidence and not to disclose to any other person any information or
         records reasonably designated by the Company as being confidential,
         until such time as (A) such information becomes a matter of public
         record (whether by virtue of its inclusion in such registration
         statement or otherwise), or (B) such person shall be required so to
         disclose such information pursuant to a subpoena or order of any court
         or other governmental agency or body having jurisdiction over the
         matter (subject to the requirements of such order, and only after such
         person shall have given the Company prompt prior written notice of such
         requirement), or (C) such information is required to be set forth in
         such Shelf Registration Statement or the prospectus included therein or
         in an amendment to such Shelf Registration Statement or an amendment or
         supplement to such prospectus in order that such Shelf Registration
         Statement, prospectus, amendment or supplement, as the case may be,
         complies with applicable requirements of the federal securities laws
         and the rules and regulations of the Commission and does not contain an
         untrue statement of a material fact or omit to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing, and
         PROVIDED, FURTHER, that the Company shall not be deemed to be in
         violation of this Section 3(d)(vii) should such counsel fail to so
         respond to such inquiries due to its reasonable good faith belief that
         such response would violate an attorney-client privilege;

             (viii) promptly notify each of the Electing Holders, any sales or
         placement agent therefor and any underwriter thereof (which
         notification may be made through any managing underwriter that is a
         representative of such underwriter for such purpose) and confirm such
         advice in writing, (A) when such Shelf Registration Statement or the
         prospectus included therein or any prospectus amendment or supplement
         or post-effective amendment has been filed, and,

                                       12
<PAGE>

         with respect to such Shelf Registration Statement or any post-effective
         amendment, when the same has become effective, (B) of any comments by
         the Commission and by the blue sky or securities commissioner or
         regulator of any state with respect thereto or any request by the
         Commission for amendments or supplements to such Shelf Registration
         Statement or prospectus or for additional information, (C) of the
         receipt by the Company of notification of the issuance by the
         Commission of any stop order suspending the effectiveness of such Shelf
         Registration Statement or the initiation or threatening of any
         proceedings for that purpose, (D) if at any time the representations
         and warranties of the Company contemplated by Section 3(d)(xvii) or
         Section 5 cease to be true and correct in all material respects, (E) of
         the receipt by the Company of any notification with respect to the
         suspension of the qualification of the Registrable Securities for sale
         in any jurisdiction or the initiation or threatening of any proceeding
         for such purpose, or (F) if at any time when a prospectus is required
         to be delivered under the Securities Act, that such Shelf Registration
         Statement, prospectus, prospectus amendment or supplement or
         post-effective amendment does not conform in all material respects to
         the applicable requirements of the Securities Act and the Trust
         Indenture Act and the rules and regulations of the Commission
         thereunder or contains an untrue statement of a material fact or omits
         to state any material fact required to be stated therein or necessary
         to make the statements therein not misleading in light of the
         circumstances then existing;

             (ix) use its reasonable best efforts to obtain the withdrawal of
         any order suspending the effectiveness of such registration statement
         or any post-effective amendment thereto at the earliest practicable
         date;

             (x) if requested by any managing underwriter or underwriters, any
         placement or sales agent or any Electing Holder, promptly incorporate
         in a prospectus supplement or post-effective amendment such information
         as is required by the applicable rules and regulations of the
         Commission and as such managing underwriter or underwriters, such agent
         or such Electing Holder specifies should be included therein relating
         to the terms of the sale of such Registrable Securities, including
         information with respect to the principal amount of Registrable
         Securities being sold by such Electing Holder or agent or to any
         underwriters, the name and description of such Electing Holder, agent
         or underwriter, the offering price of such Registrable Securities and
         any discount, commission or other compensation payable in respect
         thereof, the purchase price being paid therefor by such underwriters
         and with respect to any other terms of the offering of the Registrable
         Securities to be sold by such Electing Holder or agent or to such
         underwriters; and make all required filings of such prospectus
         supplement or post-effective amendment promptly after notification of
         the matters to be incorporated in such prospectus supplement or
         post-effective amendment;

                                       13
<PAGE>

             (xi) furnish to each Electing Holder, each placement or sales
         agent, if any, therefor, each underwriter, if any, thereof and the
         respective counsel referred to in Section 3(d)(vi) an executed copy
         (or, in the case of an Electing Holder, a conformed copy) of such Shelf
         Registration Statement, each such amendment and supplement thereto (in
         each case including all exhibits thereto (in the case of an Electing
         Holder of Registrable Securities, upon request) and documents
         incorporated by reference therein) and such number of copies of such
         Shelf Registration Statement (excluding exhibits thereto and documents
         incorporated by reference therein unless specifically so requested by
         such Electing Holder, agent or underwriter, as the case may be) and of
         the prospectus included in such Shelf Registration Statement (including
         each preliminary prospectus and any summary prospectus), in conformity
         in all material respects with the applicable requirements of the
         Securities Act and the Trust Indenture Act and the rules and
         regulations of the Commission thereunder, and such other documents, as
         such Electing Holder, agent, if any, and underwriter, if any, may
         reasonably request in order to facilitate the offering and disposition
         of the Registrable Securities owned by such Electing Holder, offered or
         sold by such agent or underwritten by such underwriter and to permit
         such Electing Holder, agent and underwriter to satisfy the prospectus
         delivery requirements of the Securities Act; and the Company hereby
         consents to the use of such prospectus (including such preliminary and
         summary prospectus) and any amendment or supplement thereto by each
         such Electing Holder and by any such agent and underwriter, in each
         case in the form most recently provided to such person by the Company,
         in connection with the offering and sale of the Registrable Securities
         covered by the prospectus (including such preliminary and summary
         prospectus) or any supplement or amendment thereto;

             (xii) (A) register or qualify the Registrable Securities to be
         included in such Shelf Registration Statement under such securities
         laws or blue sky laws of such jurisdictions as any Electing Holder and
         each placement or sales agent, if any, therefor and underwriter, if
         any, thereof shall reasonably request, (B) keep such registrations or
         qualifications in effect and comply with such laws so as to permit the
         continuance of offers, sales and dealings therein in such jurisdictions
         during the period the Shelf Registration is required to remain
         effective under Section 2(b) above and for so long as may be necessary
         to enable any such Electing Holder, agent or underwriter to complete
         its distribution of Securities pursuant to such Shelf Registration
         Statement and (C) take any and all other actions as may be reasonably
         necessary or advisable to enable each such Electing Holder, agent, if
         any, and underwriter, if any, to consummate the disposition in such
         jurisdictions of such Registrable Securities; provided, however, that
         neither the Company nor the Guarantors shall not be required for any
         such purpose to (1) qualify as a foreign corporation in any
         jurisdiction wherein it would not otherwise be required to qualify but
         for the requirements of this Section 3(d)(xii), (2) be subject to
         general service of process or taxation in any such jurisdiction or (3)
         make any changes to its certifi-

                                       14
<PAGE>

         cate of incorporation or by-laws or any agreement between it and its
         stockholders;

             (xiii) obtain the consent or approval of each governmental agency
         or authority, whether federal, state or local, which may be required to
         effect the Shelf Registration or the offering or sale in connection
         therewith or to enable the selling holder or holders to offer, or to
         consummate the disposition of, their Registrable Securities;

             (xiv) unless any Registrable Securities shall be in book-entry only
         form, cooperate with the Electing Holders and the managing
         underwriters, if any, to facilitate the timely preparation and delivery
         of certificates representing Registrable Securities to be sold, which
         certificates, if so required by any securities exchange upon which any
         Registrable Securities are listed, shall be penned, lithographed or
         engraved, or produced by any combination of such methods, on steel
         engraved borders, and which certificates shall not bear any restrictive
         legends; and, in the case of an underwritten offering, enable such
         Registrable Securities to be in such denominations and registered in
         such names as the managing underwriters may request at least three
         business days prior to any sale of the Registrable Securities;

             (xv) provide a CUSIP number for all Registrable Securities, not
         later than the applicable Effective Time;

             (xvi) enter into such customary agreements, including if requested,
         an underwriting agreement in customary form, and take such other
         actions in connection therewith as any Electing Holders aggregating at
         least 20% in aggregate principal amount of the Registrable Securities
         at the time outstanding shall request in order to expedite or
         facilitate the disposition of such Registrable Securities, PROVIDED
         that the Company shall not be required to enter into any such agreement
         more than two times with respect to all the Registrable Securities;

             (xvii) whether or not an agreement of the type referred to in
         Section 3(d)(xvi) hereof is entered into and whether or not any portion
         of the offering contemplated by the Shelf Registration is an
         underwritten offering or is made through a placement or sales agent or
         any other entity, (A) make such representations and warranties to the
         Electing Holders and the placement or sales agent, if any, therefor and
         the underwriters, if any, thereof in form, substance and scope as are
         customarily made in connection with an offering of debt securities
         pursuant to any appropriate agreement or to a registration statement
         filed on the form applicable to the Shelf Registration; (B) obtain an
         opinion of counsel to the Company covering such matters, as are
         customarily covered by such an opinion, as the managing underwriters,
         if any, or as any Electing Holders of at least 20% in aggregate
         principal amount of the Registrable Secu-

                                       15


<PAGE>

         rities at the time outstanding may reasonably request, addressed to
         such Electing Holder or Electing Holders and the placement or sales
         agent, if any, therefor and the underwriters, if any, thereof and dated
         the effective date of such Shelf Registration Statement (and if such
         Shelf Registration Statement contemplates an underwritten offering of a
         part or all of the Registrable Securities, dated the date of the
         closing under the underwriting agreement relating thereto); (C) obtain
         a "cold comfort" letter or letters from the independent certified
         public accountants of the Company addressed to the selling Electing
         Holders, the placement or sales agent, if any, therefor or the
         underwriters, if any, thereof, dated (i) the effective date of such
         Shelf Registration Statement and (ii) the effective date of any
         prospectus supplement to the prospectus included in such Shelf
         Registration Statement or post-effective amendment to such Shelf
         Registration Statement which includes unaudited or audited financial
         statements as of a date or for a period subsequent to that of the
         latest such statements included in such prospectus (and, if such Shelf
         Registration Statement contemplates an underwritten offering pursuant
         to any prospectus supplement to the prospectus included in such Shelf
         Registration Statement or post-effective amendment to such Shelf
         Registration Statement which includes unaudited or audited financial
         statements as of a date or for a period subsequent to that of the
         latest such statements included in such prospectus, dated the date of
         the closing under the underwriting agreement relating thereto), such
         letter or letters to be in customary form and covering such matters of
         the type customarily covered by letters of such type; PROVIDED that if
         at such time it is the general policy of the Company's independent
         certified public accountants not to provide "cold comfort" with respect
         to financial data contained in or derived from financial statements
         audited by Arthur Andersen LLP, then such "cold comfort" letter need
         not relate to any financial data contained in or derived from the
         Company's financial statements at, or for the fiscal years ended, April
         30, 2000 or 2001, as applicable, or any interim period within such
         fiscal years; (D) deliver such customary documents and certificates,
         including officers' certificates, as may be reasonably requested by any
         Electing Holders of at least 20% in aggregate principal amount of the
         Registrable Securities at the time outstanding or the placement or
         sales agent, if any, therefor and the managing underwriters, if any,
         thereof to evidence the accuracy of the representations and warranties
         made pursuant to clause (A) above or those contained in Section 5(a)
         hereof and the compliance with or satisfaction of any agreements or
         conditions contained in the underwriting agreement or other agreement
         entered into by the Company or the Guarantors; and (E) undertake such
         obligations relating to expense reimbursement, indemnification and
         contribution as are provided in Section 6 hereof;

             (xviii) notify in writing each holder of Registrable Securities of
         any proposal by the Company to amend or waive any provision of this
         Exchange and Registration Rights Agreement pursuant to Section 9(h)
         hereof and of any amendment or waiver effected pursuant thereto, each
         of which notices shall

                                       16
<PAGE>

         contain the text of the amendment or waiver proposed or effected, as
         the case may be;

             (xix) in the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Registrable Securities or participate
         as a member of an underwriting syndicate or selling group or "assist in
         the distribution" (within the meaning of the Conduct Rules (the
         "CONDUCT RULES") of the National Association of Securities Dealers,
         Inc. ("NASD") or any successor thereto, as amended from time to time)
         thereof, whether as a holder of such Registrable Securities or as an
         underwriter, a placement or sales agent or a broker or dealer in
         respect thereof, or otherwise, assist such broker-dealer in complying
         with the requirements of such Conduct Rules, including by (A) if such
         Conduct Rules shall so require, engaging a "qualified independent
         underwriter" (as defined in such Conduct Rules) to participate in the
         preparation of the Shelf Registration Statement relating to such
         Registrable Securities, to exercise usual standards of due diligence in
         respect thereto and, if any portion of the offering contemplated by
         such Shelf Registration Statement is an underwritten offering or is
         made through a placement or sales agent, to recommend the yield of such
         Registrable Securities, (B) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 6 hereof (or to such other customary extent as may
         be requested by such underwriter), and (C) providing such information
         to such broker-dealer as may be required in order for such
         broker-dealer to comply with the requirements of the Conduct Rules; and

             (xx) comply with all applicable rules and regulations of the
         Commission, and make generally available to its securityholders as soon
         as practicable but in any event not later than eighteen months after
         the effective date of such Shelf Registration Statement, an earning
         statement of the Company and its subsidiaries complying with Section
         11(a) of the Securities Act (including, at the option of the Company,
         Rule 158 thereunder).

         (e) In the event that the Company would be required, pursuant to
Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or
sales agent, if any, therefor and the managing underwriters, if any, thereof,
the Company shall without delay prepare and furnish to each of the Electing
Holders, to each placement or sales agent, if any, and to each such underwriter,
if any, a reasonable number of copies of a prospectus supplemented or amended so
that, as thereafter delivered to purchasers of Registrable Securities, such
prospectus shall conform in all material respects to the applicable requirements
of the Securities Act and the Trust Indenture Act and the rules and regulations
of the Commission thereunder and shall not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing. Each Electing Holder agrees that upon receipt of
any notice from the Company pursuant to Section 3(d)(viii)(F) hereof, such
Electing Holder shall forthwith discontinue the disposition of Registrable
Securities pursuant to the Shelf Reg-

                                       17
<PAGE>

istration Statement applicable to such Registrable Securities until such
Electing Holder shall have received copies of such amended or supplemented
prospectus, and if so directed by the Company, such Electing Holder shall
deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in such Electing Holder's possession of the
prospectus covering such Registrable Securities at the time of receipt of such
notice.

         (f) In the event of a Shelf Registration, in addition to the
information required to be provided by each Electing Holder in its Notice
Questionnaire, the Company may require such Electing Holder to furnish to the
Company such additional information regarding such Electing Holder and such
Electing Holder's intended method of distribution of Registrable Securities as
may be required in order to comply with the Securities Act. Each such Electing
Holder agrees to notify the Company as promptly as practicable of any inaccuracy
or change in information previously furnished by such Electing Holder to the
Company or of the occurrence of any event in either case as a result of which
any prospectus relating to such Shelf Registration contains or would contain an
untrue statement of a material fact regarding such Electing Holder or such
Electing Holder's intended method of disposition of such Registrable Securities
or omits to state any material fact regarding such Electing Holder or such
Electing Holder's intended method of disposition of such Registrable Securities
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, and promptly to furnish
to the Company any additional information required to correct and update any
previously furnished information or required so that such prospectus shall not
contain, with respect to such Electing Holder or the disposition of such
Registrable Securities, an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing.

         (g) Until the expiration of two years after the Closing Date, the
Company will not, and will not permit any of its "affiliates" (as defined in
Rule 144) to, resell any of the Securities that have been reacquired by any of
them except pursuant to an effective registration statement under the Securities
Act.

         4. REGISTRATION EXPENSES.

         The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such NASD (but not Commission) registration, filing and review,
(b) all fees and expenses in connection with the qualification of the Securities
for offering and sale under the State securities and blue sky laws referred to
in Section 3(d)(xii) hereof and determination of their eligibility for
investment under the laws of such jurisdictions as any managing underwriters or
the Electing Holders may designate, including reasonable fees and disbursements
of counsel for the Electing Holders or underwriters in connection with such
qualification and determination, (c) all expenses relating to the preparation,
printing, production, distribution and reproduction of each registration

                                       18
<PAGE>

statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or producing any underwriting agreements, agreements among
underwriters, selling agreements and blue sky or legal investment memoranda and
all other documents in connection with the offering, sale or delivery of
Securities to be disposed of (including certificates representing the
Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) fees and expenses of the Trustee under the
Indenture, any agent of the Trustee and any counsel for the Trustee and of any
collateral agent or custodian, (f) internal expenses (including all salaries and
expenses of the Company's officers and employees performing legal or accounting
duties), (g) fees, disbursements and expenses of counsel and independent
certified public accountants of the Company (including the expenses of any
opinions or "cold comfort" letters required by or incident to such performance
and compliance), (h) reasonable fees, disbursements and expenses of any
"qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) reasonable fees, disbursements and expenses of one counsel for the
Electing Holders retained in connection with a Shelf Registration and any
additional local counsel, each as selected by the Electing Holders of at least a
majority in aggregate principal amount of the Registrable Securities held by
Electing Holders (which counsel shall be reasonably satisfactory to the
Company), (j) any fees charged by securities rating services for rating the
Securities, and (k) fees, expenses and disbursements of any other persons,
including special experts, retained by the Company in connection with such
registration (collectively, the "REGISTRATION EXPENSES"). To the extent that any
Registration Expenses are incurred, assumed or paid by any holder of Registrable
Securities or any placement or sales agent therefor or underwriter thereof, the
Company shall reimburse such person for the full amount of the Registration
Expenses so incurred, assumed or paid promptly after receipt of a request
therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

         5. REPRESENTATIONS AND WARRANTIES.

         Each of the Company and the Guarantors represents and warrants to, and
agrees with, each Purchaser and each of the holders from time to time of
Registrable Securities that:

         (a) Each registration statement covering Registrable Securities and
each prospectus (including any preliminary or summary prospectus) contained
therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any
further amendments or supplements to any such registration statement or
prospectus, when it becomes effective or is filed with the Commission, as the
case may be, and, in the case of an underwritten offering of Registrable
Securities, at the time of the closing under the underwriting agreement relating
thereto, will conform in all material respects to the requirements of the
Securities Act and the Trust Inden-

                                       19
<PAGE>

ture Act and the rules and regulations of the Commission thereunder and will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and at all times subsequent to the Effective Time when a prospectus
would be required to be delivered under the Securities Act, other than from (i)
such time as a notice has been given to holders of Registrable Securities
pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such
time as the Company furnishes an amended or supplemented prospectus pursuant to
Section 3(e) or Section 3(c)(iv) hereof, each such registration statement, and
each prospectus (including any summary prospectus) contained therein or
furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or
supplemented, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in the light of the circumstances
then existing; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by a holder of Registrable
Securities expressly for use therein.

         (b) Any documents incorporated by reference in any prospectus referred
to in Section 5(a) hereof, when they become or became effective or are or were
filed with the Commission, as the case may be, will conform or conformed in all
material respects to the requirements of the Securities Act or the Exchange Act,
as applicable, and none of such documents will contain or contained an untrue
statement of a material fact or will omit or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by a holder of Registrable
Securities expressly for use therein.

         (c) The compliance by each of the Company and the Guarantors with all
of the provisions of this Exchange and Registration Rights Agreement and the
consummation of the transactions herein contemplated will not (i) conflict with
or result in a breach of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any subsidiary of the Company is
a party or by which the Company or any subsidiary of the Company is bound or to
which any of the property or assets of the Company or any subsidiary of the
Company is subject, nor will such action result in any violation of the
provisions of the certificate of incorporation, as amended, by-laws, or other
organizational documents of the Company or any of the Guarantors or (ii) result
in any violation of any existing statute, order, rule or regulation of any court
or governmental agency or body having jurisdiction over the Company or any
subsidiary of the Company or any of their properties except, in the case of
clauses (i) and (ii) above, such breaches or violations which would not,
individually or in the aggregate, have a material adverse effect on the
Securities or on the current or future consolidated financial position,
stockholder's equity or results of operations of the Company and its
subsidiaries or be reasonably likely to prevent the Company or the Guarantors
from performing their respective

                                       20
<PAGE>

obligations hereunder; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency
or body is required for the consummation by the Company and the Guarantors of
the transactions contemplated by this Exchange and Registration Rights
Agreement, except the registration under the Securities Act of the Securities,
qualification of the Indenture under the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications as may be required
under State securities or blue sky laws in connection with the offering and
distribution of the Securities.

         (d) This Exchange and Registration Rights Agreement has been duly
authorized, executed and delivered by each of the Company and Guarantors.

         6. INDEMNIFICATION.

         (a) INDEMNIFICATION BY THE COMPANY AND THE GUARANTORS. The Company and
the Guarantors, jointly and severally, will indemnify and hold harmless each of
the holders of Registrable Securities included in an Exchange Registration
Statement, each of the Electing Holders of Registrable Securities included in a
Shelf Registration Statement and each person who participates as a placement or
sales agent or as an underwriter in any offering or sale of such Registrable
Securities against any losses, claims, damages or liabilities, joint or several,
to which such holder, agent or underwriter may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Exchange Registration Statement or Shelf Registration Statement, as the case may
be, under which such Registrable Securities were registered under the Securities
Act, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such holder, Electing Holder, agent or
underwriter, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse such holder, such Electing Holder, such agent and
such underwriter for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that neither the Company nor the
Guarantors shall be liable to any such person in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, or preliminary, final or summary
prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such person
expressly for use therein.

         (b) INDEMNIFICATION BY THE HOLDERS AND ANY AGENTS AND UNDERWRITERS. The
Company may require, as a condition to including any Registrable Securities in
any registration statement filed pursuant to Section 2(b) hereof and to entering
into any underwriting agreement with respect thereto, that the Company shall
have received an undertaking reasonably satisfactory to it from the Electing
Holder of such Registrable Securities and from

                                       21
<PAGE>

each underwriter named in any such underwriting agreement, severally and not
jointly, to (i) indemnify and hold harmless the Company, the Guarantors and all
other holders of Registrable Securities, against any losses, claims, damages or
liabilities to which the Company, the Guarantors or such other holders of
Registrable Securities may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in such registration statement, or
any preliminary, final or summary prospectus contained therein or furnished by
the Company to any such Electing Holder, agent or underwriter, or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Electing
Holder or underwriter expressly for use therein, and (ii) reimburse each of the
Company and the Guarantors for any legal or other expenses reasonably incurred
by it in connection with investigating or defending any such action or claim as
such expenses are incurred; provided, however, that no such Electing Holder
shall be required to undertake liability to any person under this Section 6(b)
for any amounts in excess of the dollar amount of the proceeds to be received by
such Electing Holder from the sale of such Electing Holder's Registrable
Securities pursuant to such registration.

         (c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in writing of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and

                                       22
<PAGE>

(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

         (d) CONTRIBUTION. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders' and any underwriters' obligations in this
Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may be,
by them and not joint.

         (e) The obligations of the Company and the Guarantors under this
Section 6 shall be in addition to any liability which the Company or the
Guarantors may otherwise have and shall extend, upon the same terms and
conditions, to each officer, director and partner of each holder, agent and
underwriter and each person, if any, who controls any

                                       23
<PAGE>

holder, agent or underwriter within the meaning of the Securities Act; and the
obligations of the holders and any agents or underwriters contemplated by this
Section 6 shall be in addition to any liability which the respective holder,
agent or underwriter may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company or the Guarantors
(including any person who, with his consent, is named in any registration
statement as about to become a director of the Company or the Guarantors) and to
each person, if any, who controls the Company within the meaning of the
Securities Act.

         7. UNDERWRITTEN OFFERINGS.

         (a) SELECTION OF UNDERWRITERS. If any of the Registrable Securities
covered by the Shelf Registration are to be sold pursuant to an underwritten
offering, the managing underwriter or underwriters thereof shall be designated
by Electing Holders holding at least a majority in aggregate principal amount of
the Registrable Securities to be included in such offering, provided that such
designated managing underwriter or underwriters is or are reasonably acceptable
to the Company.

         (b) PARTICIPATION BY HOLDERS. Each holder of Registrable Securities
hereby agrees with each other such holder that no such holder may participate in
any underwritten offering hereunder unless such holder (i) agrees to sell such
holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

         8. RULE 144.

         The Company covenants to the holders of Registrable Securities that to
the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

         9. MISCELLANEOUS.

         (a) NO INCONSISTENT AGREEMENTS. The Company represents, warrants,
covenants and agrees that it has not granted, and shall not grant, registration
rights with

                                       24
<PAGE>

respect to Registrable Securities or any other securities which would be
inconsistent with the terms contained in this Exchange and Registration Rights
Agreement.

         (b) SPECIFIC PERFORMANCE. The parties hereto acknowledge that there
would be no adequate remedy at law if any of the Company or the Guarantors fails
to perform any of its obligations hereunder and that the Purchasers and the
holders from time to time of the Registrable Securities may be irreparably
harmed by any such failure, and accordingly agree that the Purchasers and such
holders, in addition to any other remedy to which they may be entitled at law or
in equity, shall be entitled to compel specific performance of the obligations
of the Company and the Guarantors under this Exchange and Registration Rights
Agreement in accordance with the terms and conditions of this Exchange and
Registration Rights Agreement, in any court of the United States or any State
thereof having jurisdiction.

         (c) NOTICES. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, if delivered personally or by courier, or
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it
at 25 Greens Hill Lane, Rutland, Vermont 05701, and if to a holder, to the
address of such holder set forth in the security register or other records of
the Company, or to such other address as the Company or any such holder may have
furnished to the other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.

         (d) PARTIES IN INTEREST. All the terms and provisions of this Exchange
and Registration Rights Agreement shall be binding upon, shall inure to the
benefit of and shall be enforceable by the parties hereto and the holders from
time to time of the Registrable Securities and the respective successors and
assigns of the parties hereto and such holders. In the event that any transferee
of any holder of Registrable Securities shall acquire Registrable Securities, in
any manner, whether by gift, bequest, purchase, operation of law or otherwise,
such transferee shall, without any further writing or action of any kind, be
deemed a beneficiary hereof for all purposes and such Registrable Securities
shall be held subject to all of the terms of this Exchange and Registration
Rights Agreement, and by taking and holding such Registrable Securities such
transferee shall be entitled to receive the benefits of, and be conclusively
deemed to have agreed to be bound by all of the applicable terms and provisions
of this Exchange and Registration Rights Agreement. If the Company shall so
request, any such successor, assign or transferee shall agree in writing to
acquire and hold the Registrable Securities subject to all of the applicable
terms hereof.

         (e) SURVIVAL. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Exchange and Registration
Rights Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made by
or on behalf of any holder of Registrable Securities, any director, officer or
partner of such holder, any agent or underwriter or any director, officer or
partner thereof, or any controlling person of any of the foregoing, and shall
survive delivery of and payment for the Registrable Securities pursuant to the

                                       25
<PAGE>

Purchase Agreement and the transfer and registration of Registrable Securities
by such holder and the consummation of an Exchange Offer.

         (f) GOVERNING LAW. This Exchange and Registration Rights Agreement
shall be governed by and construed in accordance with the laws of the State of
New York.

         (g) HEADINGS. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted for
convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect in any way the meaning or interpretation
of this Exchange and Registration Rights Agreement.

         (h) ENTIRE AGREEMENT; AMENDMENTS. This Exchange and Registration Rights
Agreement and the other writings referred to herein (including the Indenture and
the form of Securities) or delivered pursuant hereto which form a part hereof
contain the entire understanding of the parties with respect to its subject
matter. This Exchange and Registration Rights Agreement supersedes all prior
agreements and understandings among the parties with respect to its subject
matter. This Exchange and Registration Rights Agreement may be amended and the
observance of any term of this Exchange and Registration Rights Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Company and the
holders of at least a majority in aggregate principal amount of the Registrable
Securities at the time outstanding. Each holder of any Registrable Securities at
the time or thereafter outstanding shall be bound by any amendment or waiver
effected pursuant to this Section 9(h), whether or not any notice, writing or
marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such holder.

         (i) INSPECTION. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights Agreement
and a complete list of the names and addresses of all the holders of Registrable
Securities shall be made available for inspection and copying on any business
day by any holder of Registrable Securities for proper purposes only (which
shall include any purpose related to the rights of the holders of Registrable
Securities under the Securities, the Indenture and this Agreement) at the
offices of the Company at the address thereof set forth in Section 9(c) above
and at the office of the Trustee under the Indenture.

         (j) COUNTERPARTS. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.

                                       26
<PAGE>

         If the foregoing is in accordance with your understanding, please sign
and return to us five counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement among each of the Purchasers, the
Guarantors and the Company. It is understood that your acceptance of this letter
on behalf of each of the Purchasers is pursuant to the authority set forth in a
form of Agreement among Purchasers, the form of which shall be submitted to the
Company for examination upon request, but without warranty on your part as to
the authority of the signers thereof.

                                   Very truly yours,

                                   CASELLA WASTE SYSTEMS, INC.

                                   By: /s/ Richard A. Norris
                                       ----------------------------------------
                                       Name: Richard A. Norris
                                       Title: Senior Vice President and
                                       Chief Financial Officer



                                       27
<PAGE>

                                Guarantors:

                                ALL CYCLE WASTE, INC.
                                ALTERNATE ENERGY, INC.
                                ATLANTIC COAST FIBERS, INC.
                                B. AND C. SANITATION CORPORATION
                                BLASDELL DEVELOPMENT GROUP, INC.
                                BRISTOL WASTE MANAGEMENT, INC.
                                CASELLA NH INVESTORS CO., LLC
                                CASELLA NH POWER CO., LLC
                                CASELLA RTG INVESTORS CO., LLC
                                CASELLA TRANSPORTATION, INC.
                                CASELLA WASTE MANAGEMENT OF MASSACHUSETTS, INC.
                                CASELLA WASTE MANAGEMENT OF N.Y., INC.
                                CASELLA WASTE MANAGEMENT OF PENNSYLVANIA, INC.
                                CASELLA WASTE MANAGEMENT, INC.
                                DATA DESTRUCTION SERVICES, INC.
                                FAIRFIELD COUNTY RECYCLING, INC.
                                FCR CAMDEN, INC.
                                FCR FLORIDA, INC.
                                FCR GREENSBORO, INC.
                                FCR GREENVILLE, INC.
                                FCR MORRIS, INC.
                                FCR PLASTICS, INC.
                                FCR REDEMPTION, INC.
                                FCR TENNESSEE, INC.
                                FCR VIRGINIA, INC.
                                FCR, INC.
                                FOREST ACQUISITIONS, INC.
                                GRASSLANDS INC.
                                HAKES C & D DISPOSAL, INC.
                                HIRAM HOLLOW REGENERATION CORP.
                                THE HYLAND FACILITY ASSOCIATES
                                     By: Casella Waste Management of N.Y.,
                                         Inc., managing partner
                                K-C INTERNATIONAL, LTD.
                                KTI BIO FUELS, INC.
                                KTI ENERGY OF VIRGINIA, INC.
                                KTI ENVIRONMENTAL GROUP, INC.
                                KTI NEW JERSEY FIBERS, INC.
                                KTI OPERATIONS INC.
                                KTI RECYCLING OF NEW ENGLAND, INC.

                                       28
<PAGE>

                                KTI RECYCLING OF NEW JERSEY, INC.
                                KTI SPECIALTY WASTE SERVICES, INC.
                                KTI, INC.
                                MAINE ENERGY RECOVERY COMPANY,
                                      LIMITED PARTNERSHIP
                                      By: KTI Environmental Group, Inc.,
                                          general partner
                                MECKLENBURG COUNTY RECYCLING, INC.
                                NATURAL ENVIRONMENTAL, INC.
                                NEW ENGLAND LANDFILL SOLUTIONS, LLC
                                     By: Rochester Environmental Park, LLC
                                NEW ENGLAND WASTE SERVICES OF
                                   MASSACHUSETTS, INC.
                                NEW ENGLAND WASTE SERVICES OF ME, INC.
                                NEW ENGLAND WASTE SERVICES OF N.Y., INC.
                                NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
                                NEW ENGLAND WASTE SERVICES, INC.
                                NEWBURY WASTE MANAGEMENT, INC.
                                NORTH COUNTRY ENVIRONMENTAL SERVICES, INC.
                                NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH
                                NORTHERN SANITATION, INC.
                                PERC, INC.
                                PERC MANAGEMENT COMPANY LIMITED PARTNERSHIP
                                     By: PERC, Inc., general partner
                                PINE TREE WASTE, INC.
                                R.A. BRONSON INC.
                                RESOURCE RECOVERY OF CAPE COD, INC.
                                RESOURCE RECOVERY SYSTEMS OF SARASOTA, INC.
                                RESOURCE RECOVERY SYSTEMS, INC.
                                RESOURCE TRANSFER SERVICES, INC.
                                RESOURCE WASTE SYSTEMS, INC.
                                ROCHESTER ENVIRONMENTAL PARK, LLC
                                SCHULTZ LANDFILL, INC.
                                SUNDERLAND WASTE MANAGEMENT, INC.
                                U.S. FIBER, INC.
                                WASTE-STREAM INC.
                                WESTFIELD DISPOSAL SERVICE, INC.
                                WINTERS BROTHERS, INC.

                                          [SIGNATURE APPEARS ON FOLLOWING PAGE]

                                       29
<PAGE>

                                By: /s/ Richard A. Norris
                                    ------------------------------------
                                    Name: Richard A. Norris
                                    Title: Vice President and Treasurer











                                       30
<PAGE>

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.
As Representative of the several Purchasers

By: /s/ GOLDMAN, SACHS & CO.
    ------------------------------------
           (Goldman, Sachs & Co.)








                                       31
<PAGE>

                                                                      Exhibit A

                           Casella Waste Systems, Inc.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE](a)

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Casella Waste Systems, Inc. (the
"COMPANY") 9.75% Senior Subordinated Notes due 2013 (the "SECURITIES") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

IT IS IMPORTANT THAT BENEFICIAL OWNERS OF THE SECURITIES RECEIVE A COPY OF THE
ENCLOSED MATERIALS AS SOON AS POSSIBLE as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Casella Waste
Systems, Inc., 25 Greens Hill Lane, Rutland, Vermont 05701, telephone (802)
775-0325, Attention: Richard Norris.



-------------------------------
(a)  Not less than 28 calendar days from date of mailing.

                                      A-1

<PAGE>

                           Casella Waste Systems, Inc.

                        Notice of Registration Statement
                                       and
                      SELLING SECURITYHOLDER QUESTIONNAIRE

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"EXCHANGE AND REGISTRATION RIGHTS AGREEMENT") among Casella Waste Systems, Inc.
(the "COMPANY"), the Guarantors and the Purchasers named therein. Pursuant to
the Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the "COMMISSION") a
registration statement on Form [__] (the "SHELF REGISTRATION STATEMENT") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "SECURITIES ACT"), of the Company's 9.75% Senior Subordinated Notes due
2013 (the "SECURITIES"). A copy of the Exchange and Registration Rights
Agreement is attached hereto. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Exchange and Registration Rights
Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("NOTICE AND QUESTIONNAIRE") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "REGISTRABLE SECURITIES" is defined in the Exchange and Registration
Rights Agreement.

                                      A-2

<PAGE>

                                    ELECTION

The undersigned holder (the "SELLING SECURITYHOLDER") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:


                                      A-3

<PAGE>

                                  QUESTIONNAIRE

 (1)(a) Full Legal Name of Selling Securityholder:

    (b) Full Legal Name of Registered Holder (if not the same as in (a) above)
        of Registrable Securities Listed in Item (3) below:

    (c) Full Legal Name of DTC Participant (if applicable and if not the same as
        (b) above) Through Which Registrable Securities Listed in Item (3) below
        are Held:

(2)     Address for Notices to Selling Securityholder:

                                   ---------------------------------------------

                                   ---------------------------------------------

                                   ---------------------------------------------

        Telephone:
                                   ---------------------------------------------

        Fax:
                                   ---------------------------------------------

        Contact Person:
                                   ---------------------------------------------

    (3) Beneficial Ownership of Securities:

        Except as set forth below in this Item (3), the undersigned does not
        beneficially own any Securities.

        (a) Principal amount of Registrable Securities beneficially owned: CUSIP
            No(s). of such Registrable Securities:

        (b) Principal amount of Securities other than Registrable Securities
            beneficially owned:
                                -----------------------------------------------

            CUSIP No(s). of such other Securities:

            -------------------------------------------------------------------

        (c) Principal amount of Registrable Securities which the undersigned
            wishes to be included in the Shelf Registration Statement:
                                                                      ---------
            CUSIP No(s). of such Registrable Securities to be included in the
            Shelf Registration Statement:
                                          -------------------------------------

    (4) Beneficial Ownership of Other Securities of the Company:

                                      A-4

<PAGE>
         Except as set forth below in this Item (4), the undersigned Selling
         Securityholder is not the beneficial or registered owner of any other
         securities of the Company, other than the Securities listed above in
         Item (3).

         State any exceptions here:

    (5) Relationships with the Company:

        Except as set forth below, neither the Selling Securityholder nor any of
        its affiliates, officers, directors or principal equity holders (5% or
        more) has held any position or office or has had any other material
        relationship with the Company (or its predecessors or affiliates) during
        the past three years.

        State any exceptions here:

    (6) Plan of Distribution:

        Except as set forth below, the undersigned Selling Securityholder
        intends to distribute the Registrable Securities listed above in Item
        (3) only as follows (if at all): Such Registrable Securities may be sold
        from time to time directly by the undersigned Selling Securityholder or,
        alternatively, through underwriters, broker-dealers or agents. Such
        Registrable Securities may be sold in one or more transactions at fixed
        prices, at prevailing market prices at the time of sale, at varying
        prices determined at the time of sale, or at negotiated prices. Such
        sales may be effected in transactions (which may involve crosses or
        block transactions) (i) on any national securities exchange or quotation
        service on which the Registered Securities may be listed or quoted at
        the time of sale, (ii) in the over-the-counter market, (iii) in
        transactions otherwise than on such exchanges or services or in the
        over-the-counter market, or (iv) through the writing of options. In
        connection with sales of the Registrable Securities or otherwise, the
        Selling Securityholder may enter into hedging transactions with
        broker-dealers, which may in turn engage in short sales of the
        Registrable Securities in the course of hedging the positions they
        assume. The Selling Securityholder may also sell Registrable Securities
        short and deliver Registrable Securities to close out such short
        positions, or loan or pledge Registrable Securities to broker-dealers
        that in turn may sell such securities.

        State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the

                                      A-5

<PAGE>

transfer of its rights and obligations under this Notice and Questionnaire and
the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

         (i)  To the Company:

              Casella Waste Systems, Inc.
              25 Greens Hill Lane,
              Rutland, Vermont  05701
              Attention:  Richard Norris
              (802) 775-0325

         (ii) With a copy to:

              Hale and Dorr LLP
              60 State Street,
              Boston, Massachusetts  02109
              Attention:  Jeffrey A. Stein, Esq.
              (617) 526-6624

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above). This
Agreement shall be governed in all respects by the laws of the State of New
York.

                                      A-6

<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:
       ---------------------------------------------

            ------------------------------------------------------------------
            Selling Securityholder
            (Print/type full legal name of beneficial owner of
             Registrable Securities)

            By:
               ---------------------------------------------------------------
               Name:
               Title:


                                      A-7

<PAGE>

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                           Hale and Dorr LLP
                           60 State Street
                           Boston, Massachusetts 02109
                           Attention:  Jeffrey A. Stein, Esq.
                           (617) 526-6624




                                      A-8

<PAGE>

                                                                      Exhibit B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Casella Waste Systems, Inc.
c/o U.S. Bank National Association
Corporate Trust Services
Goodwin Square, 23rd Floor
225 Asylum Street
Hartford, CT 06103

Attention: Corporate Trust Services

       Re: Casella Waste Systems, Inc. (the "COMPANY")
           9.75% Senior Subordinated Notes due 2013

Dear Sirs:

Please be advised that ______________ has transferred $____________ aggregate
principal amount of the above-referenced Notes pursuant to an effective
Registration Statement on Form [ ] (File No. 333- ) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [date] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                               Very truly yours,

                               ------------------------------------------------
                               (Name)

                               By:
                                  ---------------------------------------------
                                              (Authorized Signature)


                                      B-1