<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                  FORM 10-Q/A

                                Amendment No. 1

(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 2003

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from ______________ to _____________

                         Commission file number 1-11097

                       3CI COMPLETE COMPLIANCE CORPORATION
                       -----------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                                      76-0351992
   -------------------------------                       -------------------
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification No.)

          1517 W. North Carrier Pkwy, Ste 104, Grand Prairie, TX 75050
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (972) 375-0006
              (Registrant's telephone number, including area code)

                                   ----------


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

         YES [X]  NO [ ]

                                   ----------

         Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date.

         The number of shares of Common Stock outstanding as of the close of
business on May 6, 2003, was 9,739,611.


<PAGE>
                                Explanatory Note

         The Company is filing this Quarterly Report on Form 10-Q/A as Amendment
No. 1 to the Company's Form 10-Q, originally filed on May 19, 2003, for the
purpose of (i) amending the Net Income Per Common Share table in Item 1 of Part
I; (ii) amending certain disclosures in the Business Conditions section in Item
1 of Part I and in Management's Discussion and Analysis of Financial Condition
and Results of Operations in Item 2 of Part I; and (iii) deleting the Intangible
Assets section in Item 1 of Part I. For the convenience of the reader, the
Quarterly Report has been restated in its entirety.


                       3CI COMPLETE COMPLIANCE CORPORATION


                                      INDEX


<Table>
<Caption>
                                                                                                PAGE
                                                                                               NUMBER
                                                                                               ------
<S>                                                                                            <C>
PART I.          FINANCIAL INFORMATION

      Item 1.    Financial Statements

                 Balance Sheets as of
                    March 31, 2003 (unaudited) and September 30, 2002 .......................     3

                 Statements of Operations for the three and six months ended
                     March 31, 2003 and 2002 (unaudited).....................................     4

                 Statements of Cash Flows for the
                     six months ended March 31, 2003 and 2002 (unaudited)....................     5

                 Notes to Financial Statements ..............................................     6

      Item 2.    Management's Discussion and Analysis of Financial
                    Condition and Results of Operations......................................     9

      Item 3.    Qualitative Disclosure about Market Risk ...................................    13

      Item 4.    Controls and Procedures ....................................................    13

PART II.         OTHER INFORMATION

      Item 1.    Legal Proceedings  .........................................................    13

      Item 2.    Changes in Securities........................................................   14

      Item 3.    Defaults Upon Senior Securities..............................................   14

      Item 4.    Submission of Matters to a Vote
                    Of Security Holders.......................................................   14

      Item 5.    Other Information  ..........................................................   14

      Item 6.    Exhibits and Reports on Form 8-K.............................................   14

SIGNATURES....................................................................................   17
</Table>



                                       2




<PAGE>


                       3CI COMPLETE COMPLIANCE CORPORATION
                                 BALANCE SHEETS


<Table>
<Caption>
                                                                                                   MARCH 31,         SEPTEMBER 30,
                                                                                                     2003                2002
                                                                                                  (UNAUDITED)
                                                                                                --------------      --------------
<S>                                                                                             <C>                 <C>
                                     ASSETS

Current Assets:
   Cash and cash equivalents                                                                    $    1,535,026      $      898,720
   Accounts receivable, net allowances of $653,165 and $622,668
     at March 31, 2003 and September 30, 2002, respectively                                          2,561,829           3,324,529
   Inventory                                                                                            76,413              80,310
   Prepaid expenses                                                                                    578,911             326,711
   Other current assets                                                                                 45,230              43,363
                                                                                                --------------      --------------
       Total current assets                                                                          4,797,409           4,673,633
                                                                                                --------------      --------------

Property, plant and equipment, at cost                                                               8,457,881           8,375,654
      Accumulated depreciation                                                                      (5,780,055)         (5,428,261)
                                                                                                --------------      --------------
         Net property, plant and equipment                                                           2,677,826           2,947,393
                                                                                                --------------      --------------

Excess of cost over net assets acquired, net of accumulated amortization of
 $174,988 at March 31, 2003 and September 30, 2002                                                     262,243             262,243

Other assets                                                                                            99,283             117,581
                                                                                                --------------      --------------
       Total assets                                                                             $    7,836,761      $    8,000,850
                                                                                                ==============      ==============

                    LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Notes payable                                                                                $      405,670      $       51,394
   Accounts payable                                                                                    497,935             435,311
   Accounts payable and accrued interest to affiliated companies                                       477,943             863,327
   Accrued liabilities                                                                                 327,086             470,372
   Dividends payable                                                                                 2,203,717           2,042,560
   Note payable to majority shareholder                                                              3,392,492           1,002,433
                                                                                                --------------      --------------
        Total current liabilities                                                                    7,304,843           4,865,397
                                                                                                --------------      --------------

Long-term note payable to majority shareholder, net of current portion                                      --           2,888,202

                                                                                                --------------      --------------
        Total liabilities                                                                            7,304,843           7,753,599
                                                                                                --------------      --------------

Shareholders' Equity:
   Preferred stock, $0 .01 par value, authorized 16,050,000 shares;
      issued and outstanding 7,750,000 at March 31, 2003 and September 30, 2002, respectively           77,500              77,500
   Additional paid-in capital - preferred stock                                                      7,672,500           7,672,500
   Common stock, $0.01 par value, authorized 40,450,000 shares;
     Issued and outstanding 9,232,825 at March 31, 2003 and 9,232,825 at September 30, 2002             97,742              92,329
   Less cost of treasury stock 34,500 shares                                                           (51,595)            (51,595)
   Additional paid-in capital - common stock                                                        20,519,861          20,471,145
   Accumulated deficit                                                                             (27,784,090)        (28,014,628)
                                                                                                --------------      --------------
        Total shareholders' equity                                                                     531,918             247,251
                                                                                                --------------      --------------
        Total liabilities and shareholders' equity                                              $    7,836,761      $    8,000,850
                                                                                                ==============      ==============
</Table>

   The accompanying notes are an integral part of these financial statements.



                                       3

<PAGE>



                       3CI COMPLETE COMPLIANCE CORPORATION
                             STATEMENTS OF OPERATION
                                   (UNAUDITED)


<Table>
<Caption>
                                                    FOR THE THREE MONTHS ENDED MARCH 31,    FOR THE SIX MONTHS ENDED MARCH 31,
                                                         2003                 2002             2003                   2002
                                                    --------------        --------------   -------------         -------------
<S>                                                 <C>                   <C>              <C>                   <C>
REVENUES                                             $   3,412,417        $   4,035,817    $   7,006,803         $   8,305,411
EXPENSES:
     COST OF SERVICES                                    2,217,809            2,639,472        4,506,055             5,469,052
     DEPRECIATION AND AMORTIZATION                         182,126              160,662          358,005               331,973
     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES          850,816              727,568        1,505,342             1,431,202
     INTEREST EXPENSE                                       55,273              217,518          107,705               316,753
     OTHER EXPENSE-NET                                      69,000               65,595          138,000               137,786
                                                     -------------        -------------    -------------         -------------
INCOME BEFORE INCOME TAXES                                  37,393              225,002          391,696               618,645

INCOME TAXES                                                    --                   --               --                    --
                                                     -------------        -------------    -------------         -------------

NET INCOME                                           $      37,393        $     225,002    $     391,696         $     618,645
                                                     =============        =============    =============         =============

   DIVIDENDS ON PREFERRED STOCK                                 --             (157,654)        (161,158)             (318,812)
                                                     -------------        -------------    -------------         -------------

NET INCOME APPLICABLE TO COMMON SHAREHOLDERS         $      37,393        $      67,348    $     230,538         $     299,833
                                                     =============        =============    =============         =============

BASIC EARNINGS PER SHARE:
     BASIC NET INCOME PER SHARE                      $        0.00        $        0.01    $        0.02         $        0.03
                                                     =============        =============    =============         =============

DILUTED EARNINGS PER SHARE:
     DILUTED NET INCOME PER SHARE                    $        0.00        $        0.01    $        0.01         $        0.04
                                                     =============        =============    =============         =============
</Table>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



                                       4


<PAGE>




                       3CI COMPLETE COMPLIANCE CORPORATION
                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)


<Table>
<Caption>
                                                                                        FOR THE SIX MONTHS ENDED MARCH 31,
                                                                                            2003                  2002
                                                                                        -------------        -------------
<S>                                                                                     <C>                  <C>

CASH FLOW FROM OPERATING ACTIVITIES:
   NET INCOME                                                                           $    391,696         $    618,645
   ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
      PROVIDED BY OPERATING ACTIVITIES:

      GAIN ON DISPOSAL OF FIXED ASSETS                                                            --               (3,000)
      DEPRECIATION AND AMORTIZATION                                                          358,005              331,973
      CHANGES IN OPERATING ASSETS AND LIABLILITES:
            (INCREASE) DECREASE IN ACCOUNTS RECEIVABLE, NET                                  762,700              512,079
            DECREASE IN INVENTORY                                                              3,897               16,945
            INCREASE IN PREPAID EXPENSES                                                    (252,200)            (291,382)
            (INCREASE) DECREASE IN OTHER CURRENT ASSETS AND OTHER ASSETS                      10,218              (42,958)
            INCREASE (DECREASE) IN ACCOUNTS PAYABLE                                           62,624             (179,892)
            INCREASE (DECREASE) IN ACCOUNTS PAYABLE, AFFILIATED COMPANIES                   (385,384)              21,236
            INCREASE (DECREASE) IN ACCRUED LIABILITIES                                      (143,286)              35,629
                                                                                        ------------         ------------
                          TOTAL ADJUSTMENTS TO NET INCOME                                    416,574              400,630
                                                                                        ------------         ------------
                          NET CASH PROVIDED BY OPERATING ACTIVITIES                          808,270            1,019,275
                                                                                        ------------         ------------

CASH FLOW FROM INVESTING ACTIVITIES:
      PROCEEDS FROM SALE OF PROPERTY, PLANT AND EQUIPMENT                                         --                3,000
      PURCHASE OF PROPERTY, PLANT AND EQUIPMENT                                              (82,226)             (34,464)
                                                                                        ------------         ------------
                          NET CASH USED IN INVESTING ACTIVITES                               (82,226)             (31,464)
                                                                                        ------------         ------------

CASH FLOW FROM FINANCING ACTIVITIES:
      PROCEEDS FROM ISSUANCE OF COMMON STOCK                                                  54,129              222,449
      PROCEEDS FROM INSURANCE NOTES PAYABLE                                                  525,293              227,454
      REDUCTION OF INSURANCE NOTES PAYABLE                                                  (171,017)            (439,596)
      REDUCTION OF LONG-TERM DEBT, UNAFFILIATED LENDERS                                           --             (370,100)
      REDUCTION OF NOTE PAYABLE TO MAJORITY SHAREHOLDERS                                    (498,143)            (400,000)
                                                                                        ------------         ------------
                          NET CASH USED IN FINANCING ACTIVITIES                              (89,738)            (759,793)
                                                                                        ------------         ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                    636,306              228,018
                                                                                        ------------         ------------

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                               898,720              709,563
                                                                                        ------------         ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                                $  1,535,026         $    937,581
                                                                                        ============         ============
</Table>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



                                       5



<PAGE>



                       3CI COMPLETE COMPLIANCE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2003


(1) ORGANIZATION AND BASIS OF PRESENTATION

         3CI Complete Compliance Corporation (the "Company" or "3CI"), a
Delaware Corporation, is engaged in the collection, transportation, and disposal
of biomedical waste in the southern and southeastern United States.

         Effective October 1, 1998, after approval by the then properly
constituted 3CI Board of Directors, Stericycle Inc., a Delaware corporation
("Stericycle") acquired 100% of the common stock of Waste Systems, Inc. ("WSI")
for $10 million. As a result of the transaction, WSI became a wholly owned
subsidiary of Stericycle. WSI owns 58.0% or 5,645,734 shares of the outstanding
common stock and 100% of the outstanding preferred stock of the Company. In
addition, Stericycle owns 932,770 shares of common stock directly. Through its
ownership of WSI and shares owned directly, Stericycle owns 67.5% of the
outstanding common stock.

         The accompanying unaudited condensed financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States, for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States, for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three-month and six-month periods ended March 31, 2003 are not
necessarily indicative of the results that may be expected for the year ended
September 30, 2003.

         The balance sheet at September 30, 2002, has been derived from the
audited finacial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

         For further information, refer to the consolidated financial statements
and footnotes included in the Registrant Company's annual report on Form 10-K
for the year ended September 30, 2002.

         Certain amounts in the financial statements for 2002 have been
reclassified to conform to the 2003 presentation.



                                       6

<PAGE>
(2) NET INCOME PER COMMON SHARE

The following table sets forth the computation of net income per common share:

<Table>
<Caption>
                                                                          FOR THE THREE AND SIX MONTHS ENDED,
                                                         -------------------------------------------------------------------------
                                                              2003               2002                 2003                2002
                                                         --------------     --------------      --------------      --------------
<S>                                                      <C>                <C>                       <C>           <C>
  Numerator:
  Net income                                             $       37,393     $      225,002      $      391,696      $      618,645
  Less preferred dividends                                           --           (157,654)           (161,158)           (318,812)
                                                         --------------     --------------      --------------      --------------
  Net income applicable to common shareholders           $       37,393     $       67,348      $      230,538      $      299,833
  Denominator:
  Denominator for basic earnings per share
    --weighted  average shares                                9,739,611          9,198,325           9,504,657           9,198,325
                                                         --------------     --------------      --------------      --------------
  Effect of dilutive securities:
      Preferred shares                                        7,750,000          8,200,724           7,750,000           8,176,711
                                                         --------------     --------------      --------------      --------------
  Denominator for diluted earnings per share-adjusted
  Weighted average shares and assumed conversions            17,489,611         17,399,249          17,254,657          17,375,036
                                                         --------------     --------------      --------------      --------------

  Basics earnings per share                              $         0.00     $         0.01      $         0.02      $         0.03
                                                         --------------     --------------      --------------      --------------
  Diluted earnings per share                             $         0.00     $         0.01      $         0.02      $         0.04
                                                         --------------     --------------      --------------      --------------
</Table>

         Warrants to purchase common shares included in the calculation of
diluted earnings per share of 2002 had expired or were exercised prior to March
31, 2003. Stock options were not included in the computation as they were
antidilutive since the exercise prices ranging from $0.33 to $1.50 were greater
than the average price of the common stock.

(3) BUSINESS CONDITIONS

         Over the last several quarters the Company has continued to experience
improved cash flow which has enabled it to reduce debt and to rely more on
internally generated funds to finance its working capital needs, capital
expenditures, and acquisitions and to rely less on its majority shareholder,
WSI. The Company's indebtedness currently consists of amounts owed to WSI (which
are described below) and insurance premiums that are financed over the course of
each fiscal year.

         On October 1, 1998, WSI and the Company amended and restated a
revolving promissory note (the note) which was originally due September 30,
2000. Since that time the note has been extended either quarterly or
semi-annually under interest rate terms ranging from prime plus 1.0% to prime
plus 3.5% not to exceed 13%. In connection with the note extension August 1,
2000, 3CI issued warrants to WSI for the purchase of up to 351,836 shares of
common stock at an exercise price of $.20 per share. These warrants expired on
September 20, 2002. When the note was extended on October 1, 2000, 3CI issued
warrants to WSI for the purchase of up to 541,286 shares of 3CI common stock at
an exercise price of $.10 per share which were exercised on December 19, 2002.
In each of these cases the values of the warrants were included in the statement
of operations for the respective periods as interest expense.

         The note was renegotiated pursuant to an agreement dated May 23, 2002
by which the maturity was extended to October 1, 2003. The terms of this
extension included an interest rate equal to the prime rate, currently 4.25%,
plus 1.0% and called for a principal payment of $700,000 at renewal and
additional monthly payments of $ 100,000 to be applied to accrued interest and
principal. The agreement also required the Company to achieve a minimum level of
EBITDA for each trailing six-month period thereafter until maturity. This level
was achieved for each of the six months ended June 30, 2002, September 30, 2002
and December 31, 2002. This level was not achieved for the six months ended
March 31, 2003. WSI waived the violation for that period.



                                       7

<PAGE>


(4) PREFERRED STOCK

         WSI, the company's majority shareholder owns 100% or 7,000,000 shares
of the Company's series B preferred Stock. WSI also owns 100% or 750,000 shares
of the Company's series C preferred stock.

         On December 31, 2002 the Company declared a $0.0208 per share dividend
on the Preferred Stock which totaled $161,158 and represented the undeclared
dividends accrued through that date. The resolution called for payment in cash
from funds legally available for the payment of dividends, as and when the Board
of Directors may direct by further resolution.

         All of the Preferred Stock outstanding on April 6, 2003 was to be
automatically converted to shares of common stock on that date. However, as of
the date hereof, the Preferred Stock has not been converted into Common Stock.
The Company, WSI and Stericycle have entered into an Agreement to Defer
Conversion of Preferred Stocks, dated as of April 2, 2003 (the "Agreement to
Defer"), pursuant to which WSI has agreed not to exercise its right to convert
the Preferred Shares and that no automatic conversion of the Preferred Shares
will occur until a judicial judgment as to the appropriate conversion rate has
become final and non-appealable. A copy of the Agreement to Defer is attached to
this form 10-Q as Exhibit 10.9.

         See "Legal Proceedings" herein for a description of a declaratory
judgment action filed by the Company on May 9, 2003, to obtain judicial
determination of the conversion rate of the Preferred Stock.

(5) COMMITMENTS AND CONTINGENCIES

         The Company has signed a letter of intent to acquire certain assets of
an independent Houston, Texas medical waste management company, pending
completion of due diligence procedures. In April 2003 a good faith deposit of
approximately $54,000 was made with the signing of the letter of intent. The
Company intends to finance the acquisition through a bank line of credit. The
assets to be acquired will not have a material impact on the Company's assets,
debt or its revenues.



                                       8

<PAGE>

         On July 16, 2002 a suit was filed in the First Judicial District Court
in Shreveport, Louisiana against Stericycle, Inc. and certain of 3CI's directors
which alleged minority shareholder oppression, breach of fiduciary duty and
unjust enrichment. While the Company is not party to the lawsuit, it has
contacted its insurance carrier and hired counsel to assist the Company in this
litigation. The defendants in the case have denied the allegations and intend to
defend the case vigorously.

         The Company is subject to certain other litigation and claims arising
in the ordinary course of business. In the opinion of management of the Company,
the amounts ultimately payable, if any, as a result of such litigation and
claims will not have a materially adverse effect on the Company's financial
position or results of operations.

         The Company operates within the regulated medical waste disposal
industry which is subject to intense governmental regulation at the federal,
state and local levels. The Company believes it is currently in compliance in
all material respects with all applicable laws and regulations governing the
medical waste disposal business. However, continuing expenditures may be
required in order for the Company to remain in compliance with existing and
changing regulations. Furthermore, because the medical waste disposal industry
is predicated upon the existence of strict governmental regulation, any material
relaxation of regulatory requirements governing medical waste disposal or of
their enforcement could result in a reduced demand for the Company's services
and have a material adverse effect on the Company's revenues and financial
condition. The scope and duration of existing and future regulations affecting
the medical waste disposal industry cannot be anticipated and are subject to
changing political and economic pressures.

         See "Legal Proceedings" herein for a description of a declaratory
judgment action filed by the Company on May 9, 2003, to obtain judicial
determination of the conversion rate of the Preferred Stock.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         The Company is engaged in the business of medical waste management
services in the southern and southeastern United States. The Company's customers
include regional medical centers, major hospitals, clinics, medical and dental
offices, veterinarians, pharmaceutical companies, retirement homes, medical
testing laboratories and other medical waste generators. Services include
collection, transportation, and disposal of regulated medical waste.



                                       9


<PAGE>

RESULTS OF OPERATIONS

The following summarizes (in thousands) the Company's operations:

<Table>
<Caption>
                                                               THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                                    MARCH 31,                          MARCH 31,
                                                              2003             2002             2003             2002
                                                            --------         --------         --------         --------
<S>                                                         <C>              <C>              <C>              <C>
       Revenues                                             $  3,412         $  4,036         $  7,007         $  8,305
       Cost of services                                       (2,218)          (2,639)
                                                                                                (4,506)          (5,469)
       Depreciation and amortization                            (182)            (161)            (358)            (332)
       Selling, general and administrative                      (851)            (728)          (1,505)          (1,431)
                                                            --------         --------         --------         --------
       Net income from operations                                161              508              638            1,073
                                                            --------         --------         --------         --------
       Interest expense                                          (55)            (218)            (108)            (317)
       Other income (expense) net                                (69)             (66)            (138)            (138)
                                                            --------         --------         --------         --------
       Net income                                           $     37         $    225         $    392         $    619
                                                            ========         ========         ========         ========
       Earnings before interest, taxes,
       depreciation and amortization (EBITDA) (1)           $    275         $    604         $    857         $  1,268
                                                            ========         ========         ========         ========
</Table>

(1) EBITDA is calculated as the sum of net income, plus interest expense, income
tax expense, depreciation expense, and amortization expense. We consider EBITDA
to be a widely accepted financial indicator of a company's ability to service
debt, fund capital expenditures and expand its business. EBITDA is not
calculated in the same way by all companies, is not a measurement required by
generally accepted accounting principles and does not represent cash flow from
operations as defined by generally accepted accounting principles. EBITDA should
not be considered as an alternative to net income, as an indicator of operating
performance or as an alternative to cash flow as a measure of liquidity.

----------

THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002:

REVENUES decreased by $623,400 or approximately 15.4%, to $3,412,417 during the
three months period ended March 31, 2003, from $4,035,817 for the three-month
period ended March 31, 2002. The decrease in revenue is primarily related to a
reduction in the volume of waste handled. The reduction in volume was
attributable to the Company's efforts to focus on the professional market
segments which provide higher pricing at lower volumes while reducing the focus
on the hospital segment which provides higher volume at a typically lower
average unit price.

COST OF SERVICES decreased $421,663 or approximately 15.9%, to $2,217,809 during
the three months ended March 31, 2003, compared to $2,639,472 for the three
month period ended March 31, 2002. The reasons for the decrease were primarily
attributable to a decrease in processing fees and transportation costs. Cost of
services as a percentage of revenues decreased to 65.0uring the three months
ended March 31, 2003, as compared to 65.4% during the three months ended March
31, 2002 due to the decrease in processing fees and transportation costs.

DEPRECIATION AND AMORTIZATION expense increased to $182,126 for the three months
ended March 31, 2003, from $160,662 for the three months ended March 31, 2002.
The increase was primarily the result of the Company aquiring new assets for the
new computer system and the move of the corporate offices to Grand Prairie, TX
in June 2002.

SELLING, GENERAL AND ADMINISTRATIVE expenses increased to $850,932 during the
three months ended March 31, 2003, from $727,568, during the three months ended
March 31, 2002. Selling, general and administrative expenses increased as a
percentage of revenue to 24.9% for the three months ended March



                                       10

<PAGE>

31, 2003, as compared to 18.0% for the three months ended March 31, 2002
primarily due to a reduction in revenue, increased insurance costs, and
increases in compensation for employees.

INTEREST EXPENSE decreased by $162,245, or 74.6%, to $55,273 during the three
months ended March 31, 2003, as compared to $217,518 for the three month period
ended March 31, 2002. This decrease was due to the decrease in the prime
interest rate and lower principal debt balances.

EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION ("EBITDA")
totaled $274,676 or 8.0% of revenue for the three months ended March 31, 2003
compared to $603,182 or 14.9% of revenue for the quarter ended March 31, 2002.
This decrease was primarily the result of the reduced income and increased costs
of selling, general and administrative expenses for the three months ended March
31, 2003.

SIX MONTHS ENDED MARCH 31, 2003 COMPARED TO SIX MONTHS ENDED MARCH 31, 2002:

REVENUES decreased by $1,298,608 or 15.6%, to $7,006,803 during the six month
period ended March 31, 2003, from $8,305,411 for the six month period ended
March 31, 2002. This decrease is primarily due to a decrease in the volume of
waste handled. This reduction in the volume was attributable to the Company's
efforts to focus on the professional market segments, which provide higher
pricing at lower volumes while reducing the focus on the hospital segment, which
provides higher volume at a typically lower average unit price.

COST OF SERVICES decreased $962,997, or 17.6%, to $4,506,055, during the six
months ended March 31, 2003, compared to $5,469,052 for the six month period
ended March 31, 2002. The decrease in cost of services is attributable to the
decreased waste processing costs. Cost of services as a percentage of revenues
decreased to 64.3% during the six months ended March 31, 2003, as compared to
65.8% during the six months ended March 31, 2002. The decrease in cost of
services is attributable to the decreased waste processing and transportation
costs.

DEPRECIATION AND AMORTIZATION expense increased to $358,005 for the six months
ended March 31, 2003, from $331,973 for the six months ended March 31, 2002. The
increase was primarily the result of the Company aquiring new assets for the new
computer system and the move of the corporate offices to Grand Prairie, TX in
June 2002.

SELLING, GENERAL AND ADMINISTRATIVE expenses increased to $1,505,459 during the
six months ended March 31, 2003, from $1,431,202 during the six months ended
March 31, 2002. This increase of $74,257, or 5.2%, is primarily attributable to
increases in group insurance and compensation for employees. Selling, general
and administrative expenses increased as a percentage of revenue to 21.5% for
the six months ended March 31, 2003, as compared to 17.2% for the six months
ended March 31, 2002 primarily due to the reduction in revenue, increased
insurance and salary costs.

INTEREST EXPENSE decreased by $209,048 or 66.0% to $107,705 during the six
months ended March 31, 2003 as compared to $316,753 during the six months ended
March 31, 2002. This decrease was due to reduced debt and a reduction in the
interest rate for the WSI promissory note, which is variable and tied to the
prime interest rate.

EARNINGS BEFORE INTEREST TAXES DEPRECIATION AND AMORTOZATION ("EBITDA") totaled
$857,290 or 12.2% of revenue for the six months ended March 31, 2003 compared to
$1,267,371 or 15.3% of revenue for the six months ended March 31, 2002. This
decrease was primarily the result of the reduced income and increased costs of
selling, general and administrative expenses for the six months ended March 31,
2003.



                                       11

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

         Over the last several quarters the Company has continued to experience
improved cash flow which has enabled it to reduce debt and to rely more on
internally generated funds to finance its working capital needs, capital
expenditures, and acquisitions and to rely less on its majority shareholder,
WSI. The Company's indebtedness currently consists of amounts owed to WSI (which
are described below) and insurance premiums that are financed over the course of
each fiscal year.

         On October 1, 1998, WSI and the Company amended and restated a
revolving promissory note (the note) which was originally due September 30,
2000. Since that time the note has been extended either quarterly or
semi-annually under interest rate terms ranging from prime plus 1.0% to prime
plus 3.5% not to exceed 13%. In connection with the note extension August 1,
2000, 3CI issued warrants to WSI for the purchase of up to 351,836 shares of
common stock at an exercise price of $.20 per share. These warrants expired on
September 20, 2002. When the note was extended on October 1, 2000, 3CI issued
warrants to WSI for the purchase of up to 541,286 shares of 3CI common stock at
an exercise price of $.10 per share which were exercised on December 19, 2002.
In each of these cases the values of the warrants were included in the statement
of operations for the respective periods as interest expense.

         The note was renegotiated pursuant to an agreement dated May 23, 2002
by which the maturity was extended to October 1, 2003. The terms of this
extension included an interest rate equal to the prime rate, currently 4.25%,
plus 1.0% and called for a principal payment of $700,000 at renewal and
additional monthly payments of $ 100,000 to be applied to accrued interest and
principal. The agreement also required the Company to achieve a minimum level of
EBITDA for each trailing six-month period thereafter until maturity. This level
was achieved for each of the six months ended June 30, 2002, September 30, 2002
and December 31, 2002. This level was not achieved for the six months ended
March 31, 2003. WSI waived the violation for that period.

         At March 31, 2003, the Company had net working capital, exclusive of
the note payable to its majority shareholder, of $885,058 compared to a net
working capital exclusive of the note payable to its majority shareholder of
$810,669 at September 30, 2002. This increase in net working capital of $74,389
was due primarily to the increase in the dividends payable on preferred stock
and the reduction in accounts receivable.

         Net cash provided by operating activities was $808,270 during the six
month period ended March 31, 2003, compared to $1,019,275 of net cash provided
by operating activities for the six month period ended March 31, 2002. This
decrease of $211,005 is due primarily to the decrease in net income during 2003.

         Net cash used in investing activities for the six months ended March
31, 2003, was $82,226 compared to $31,464 for the same period in 2002. The
$50,762 increase reflects increased investment in capital equipment. The Company
utilized the $82,226 for the purchases of computer equipment and furniture and
fixtures.

         Net cash used in financing activities was $89,738 during the six month
period ended March 31, 2003, as compared to net cash used in financing
activities of $759,793 during the six month period ended March 31, 2002. The
$670,055 fluctuation is due to reduced payments on long term debt and notes
payable.



                                       12

<PAGE>

Item 3. QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         The Company's exposure to market risk includes the possibility of
rising interest rates in connection with the Company's credit facility with WSI,
its majority shareholder, thereby increasing its debt service obligation, which
could adversely effect the Company's cash flows. The interest rate for the note
is variable and tied to the prime rate not to exceed 13%. An increase in the
prime rate of 1% would have the effect of increasing interest expense by
approximately $32,744 over 12 months.

Item 4. CONTROLS AND PROCEDURES

         We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our filings under the
Securities Exchange act of 1934 is recorded, processed, summarized and reported
within the periods specified in the rules and forms of the Securities and
Exchange Commission. This information is accumulated and communicated to our
management including our principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required
disclosures. Our management, including our principal executive officer and our
principal financial officer, recognizes that any set of controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives.

         Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of our disclosure controls and procedures within 90 days
of the filing date of this report. Based on this evaluation, our principal
executive officer and principal financial officer concluded that our disclosure
controls and procedures are effective in alerting them on a timely basis to
material information required to be disclosed in our periodic filings.

         There were no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation referenced in the foregoing paragraph.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings -

         DISPUTE OVER CONVERSION OF PREFERRED SHARES TO COMMON STOCK:

         WSI and Stericycle asserted that the conversion rate of the Preferred
Stock is such that each share of Preferred Stock is convertible into that number
of shares of Common Stock determined by dividing $7,000,000 (with respect to the
Series B Preferred Stock) and 750,000 (with respect to the Series C Preferred
Stock) by the market value of the Common Stock on the date of conversion. Under
this interpretation, the conversion rate of the Preferred Stock on April 6,
2003, the automatic conversion date, the Company would have issued 36,904,761
shares of Common Stock upon conversion of the Preferred Stock.

         WSI and Stericycle's interpretation of the conversion rate is contrary
to the Company's interpretation of the conversion rate. The Company believes
that if the per share market value of the Common Stock is less than $1.00, each
share of Preferred Stock would be converted into one share of Common Stock.
Under this interpretation, on April 6, 2003, the Company would have issued
7,750,000 shares of Common Stock upon conversion of the Preferred Shares.



                                       13

<PAGE>

         The Company, WSI and Stericycle have entered into an Agreement to Defer
Conversion of Preferred Stock, dated as of April 2, 2003 (the "Agreement to
Defer"), pursuant to which WSI has agreed not to exercise its right to convert
the Preferred Stock and that no automatic conversion of the Preferred Stock will
occur until a judicial judgment as to the appropriate conversion rate has become
final and non-appealable. A copy of the Agreement to Defer is attached to this
Form 10-Q as Exhibit 10.9.

         On May 9, 2003, the Company filed a petition in the 269th Judicial
District Court of Harris County, Texas (the "Court"), the court that in 1997
approved a settlement agreement pursuant to which the Company's Series B
Preferred Stock was issued. In the petition, the Company seeks a declaratory
judgment finding that each share of the Preferred Stock is convertible into one
share of Common Stock.

        OTHER:

        The Company is subject to certain other litigation and claims arising in
the ordinary course of business. Management believes the amounts ultimately
payable, if any, as a result of such claims and assessments will not have a
materially adverse effect on the Company's financial position, results of
operations or net cash flows.

Item 2. Changes in Securities - None

Item 3. Defaults Upon Senior Securities - None

Item 4. Submission of Matters to a Vote of Security Holders - None

Item 5. Other Information - None

Item 6. Exhibits and Reports on Form 8-K - None


EXHIBIT
NUMBER                                   DESCRIPTION

3.1                 Certificate of Incorporation as amended (incorporated by
                    reference to Exhibit 3(a) of 3CI's registration statement on
                    Form S-1 (No. 33-45632) effective April 14, 1992).

3.2                 Amendment to 3CI's Certificate of Incorporation, as amended
                    effective June 13, 1995 (incorporated by reference to
                    Exhibit 3.1 of 3CI's Quarterly Report on Form10-Q for the
                    quarterly period ended June 30, 1995).

3.3                 Amendment to 3CI's Certificate of Incorporation, as amended
                    effective March 23, 1998 (incorporated by reference to
                    Exhibit 3.3 of 3CI's registration statement on Form S-1 (No.
                    333-48499), filed March 24, 1998).

3.4                 Bylaws, effective May 14, 1995 (incorporated by reference to
                    Exhibit 3.2 of 3CI's Quarterly Report on Form 10-Q for the
                    quarterly period ended June 30, 1995).

3.5                 Amendment of Bylaws effective October 1, 1998.(incorporated
                    by reference to Exhibit 3.5 of 3CI's report on Form 10-K
                    filed January 12, 1999)

3.6                 Certificate of Designations of 3CI's Series A Preferred
                    Stock without par value (incorporated by reference to
                    Exhibit 3.6 of 3CI's registration statement on Form S-1 (No.
                    333-48499), filed March 24, 1998).



                                       14

<PAGE>

3.7                 Certificate of Designations of 3CI's Series B Preferred
                    Stock without par value (incorporated by reference to
                    Exhibit 3.7 of 3CI's registration statement on Form S-1 (No.
                    333-48499), filed March 24, 1998).

3.8                 Certificate of Designations of 3CI's Series C Preferred
                    Stock without par value (incorporated by reference to
                    Exhibit 3.8 of 3CI's registration statement on Form S-1 (No.
                    333-48499), filed March 24, 1998).

4.1                 Amended and Restated Secured Promissory Note dated October
                    1, 1998, in the principal amount of $5,487,307.13 between
                    3CI and Waste Systems, Inc. (incorporated by reference to
                    Exhibit 4.4 of 3CI's report on Form 10-K filed January 12,
                    1999).

4.2                 Loan Agreement and Note Amendment dated December 18, 1998,
                    by 3CI and Waste Systems, Inc. (incorporated by reference to
                    Exhibit 4.5 of 3CI's report on Form 10-K filed January 12,
                    1999).

4.3                 Letter Agreement and Note Amendment dated August 10, 2000 by
                    3CI and Waste Systems, Inc. (incorporated by reference to
                    Exhibit 4.3 of 3CI's report on Form 10-K filed December 29,
                    2000).

4.4                 Letter Agreement and Note Amendment dated December 20, 2000
                    by 3CI and Waste Systems, Inc. (incorporated by reference to
                    Exhibit 4.4 of 3CI's report on Form 10-K filed December 29,
                    2000).

4.5                 Letter Agreement and Note Amendment dated March 5, 2001 by
                    3CI and Waste Systems, Inc. (incorporated by reference to
                    Exhibit 4.5 of 3CI's report on Form 10K filed January 15,
                    2001)

4.6                 Letter Agreement and Note Amendment dated June 26, 2001 by
                    3CI and Waste Systems, Inc. (incorporated by reference to
                    Exhibit 4.6 of 3CI's report on Form 10K filed January 15,
                    2002)

4.7                 Letter Agreement and Note Amendment dated December 20, 2001
                    by 3CI and Waste Systems, Inc. (incorporated by reference to
                    Exhibit 4.7 of 3CI's report on Form 10K filed January 15,
                    2002)

4.8                 Letter Agreement and Note Amendment dated May 23, 2002 by
                    3CI and Waste Systems, Inc. (incorporated by reference to
                    Exhibit 4.8 of 3CI's report on Form 10K filed January 14,
                    2003)

10.1                1992 Stock Option Plan of 3CI (incorporated by reference to
                    Exhibit 10(m) of 3CI's registration statement on Form S-1
                    (No. 33-45632) effective April 14, 1992).

10.2                Settlement Agreement dated January 1996 between James
                    Shepherd, Michael Shepherd and Richard T. McElhannon as
                    Releassors, and the Company, Georg Rethmann, Dr. Herrmann
                    Niehues, Jurgen Thomas, Charles Crochet and Waste Systems,
                    Inc., as Releasees (incorporated by reference to Exhibit
                    10.23 of 3CI's report on Form 10-K filed January 14, 1997).

10.3                Exchange Agreement between 3CI and Waste Systems, Inc. dated
                    as of June 24, 1997 (incorporated by reference to Exhibit
                    10.12 of 3CI's registration statement on Form S-1 (No.
                    333-48499), filed March 24, 1998).

10.4                Stock Purchase and Note Modification Agreement between 3CI
                    and Waste Systems, Inc. dated as of February 19, 1998
                    (incorporated by reference to Exhibit 10.13 of 3CI's
                    registration statement on Form S-1 (No. 333-48499), filed
                    March 24, 1998).

10.5                Employment Agreement dated May 30, 1998, between 3CI and
                    Charles D. Crochet (incorporated by reference to Exhibit
                    10.9 of 3CI's registration statement on Form S-1 (No.
                    333-48499), filed March 24, 1998).

10.6                Agreement dated September 30, 1998 among 3CI, Waste Systems,
                    Inc. and Stericycle, Inc. regarding Section 203 of the
                    Delaware General Corporation Law (incorporated by reference
                    to Exhibit 10.14 of 3CI's report on Form 10-K filed January
                    12, 1999).

10.7                Form of Indemnification Agreement dated June 3, 1999 entered
                    into between 3CI and Robert Waller (incorporated by
                    reference to Exhibit 10.11 of 3CI's report on Form 10-K
                    filed January 12, 2000).



                                       15

<PAGE>

10.8                LaSalle National Leasing master lease agreement dated June
                    18, 1999 between LaSalle National Leasing as lessor and the
                    Company as lessee (incorporated by reference to Exhibit
                    10.12 of 3CI's report on Form 10-K filed January 12, 2000).

10.9                Agreement to Defer Conversion of Preferred Stocks dated
                    April 2, 2003, by and among 3CI, Waste Systems, Inc. and
                    Stericycle, Inc.

99.1                Certification pursuant to 18 U.S.C. section 1350, as adopted
                    pursuant to section 906 of the Sarbanes-Oxley act of 2002.

----------

REPORTS ON FORM 8-K - NONE



                                       16


<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                              3CI COMPLETE COMPLIANCE
                                              CORPORATION
                                              (Registrant)



Dated: May 22, 2003

                                              By: /s/James A. Cole
                                                  -----------------------------
                                              James A. Cole
                                              Chief Financial Officer,
                                              (Principal Financial Officer and
                                              Principal Accounting Officer)



                                       17


<PAGE>


                                 CERTIFICATIONS

I, Otley L. Smith III, the President of 3CI Complete Compliance Corporation (the
"Company"), certify that:

1        I have reviewed this quarterly report on Form 10-Q/A of the Company;

2        Based on my knowledge, this quarterly report does not contain any
         untrue statement of material fact or omit to state a material fact
         necessary to make the statement made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3        Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the Company as of, and for, the periods presented in this
         quarterly report;

4        The Company's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and
         have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the Company, including
                  its consolidated subsidiaries, is made known to us by others
                  within these entities, particularly during the period in which
                  this quarterly report is being prepared;

         b)       evaluated the effectiveness of the Company's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5        The Company's other certifying officer and I have disclosed, based on
         our most recent evaluation, to the Company's auditors and the audit
         committee of the Company's board of directors (or persons performing
         the equivalent functions):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the Company's
                  ability to record, process, summarize and report financial
                  data and have identified for the Company's auditors any
                  material weakness in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  Company's internal controls; and

6        The Company's other certifying officer and I have indicated in this
         quarterly report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date:  May 22, 2003                              /s/ Otley L. Smith III
                                                 ------------------------------
                                                 Otely L. Smith III



                                       18

<PAGE>

I, James A. Cole, the Chief Financial Officer of 3CI Complete Compliance
Corporation (the "Company"), certify that:

1        I have reviewed this quarterly report on Form 10-Q/A of the Company;

2        Based on my knowledge, this quarterly report does not contain any
         untrue statement of material fact or omit to state a material fact
         necessary to make the statement made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3        Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the Company as of, and for, the periods presented in this
         quarterly report;

4        The Company's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and
         have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the Company, including
                  its consolidated subsidiaries, is made known to us by others
                  within these entities, particularly during the period in which
                  this quarterly report is being prepared;

         b)       evaluated the effectiveness of the Company's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5        The Company's other certifying officer and I have disclosed, based on
         our most recent evaluation, to the Company's auditors and the audit
         committee of the Company's board of directors (or persons performing
         the equivalent functions):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the Company's
                  ability to record, process, summarize and report financial
                  data and have identified for the Company's auditors any
                  material weakness in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  Company's internal controls; and

6        The Company's other certifying officer and I have indicated in this
         quarterly report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date: May 22, 2003                                /s/ James A. Cole
                                                  -----------------------------
                                                  James A. Cole



                                       19



<PAGE>

                               INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER                                   DESCRIPTION
-------                                  -----------
<S>                 <C>
3.1                 Certificate of Incorporation as amended (incorporated by
                    reference to Exhibit 3(a) of 3CI's registration statement on
                    Form S-1 (No. 33-45632) effective April 14, 1992).

3.2                 Amendment to 3CI's Certificate of Incorporation, as amended
                    effective June 13, 1995 (incorporated by reference to
                    Exhibit 3.1 of 3CI's Quarterly Report on Form10-Q for the
                    quarterly period ended June 30, 1995).

3.3                 Amendment to 3CI's Certificate of Incorporation, as amended
                    effective March 23, 1998 (incorporated by reference to
                    Exhibit 3.3 of 3CI's registration statement on Form S-1 (No.
                    333-48499), filed March 24, 1998).

3.4                 Bylaws, effective May 14, 1995 (incorporated by reference to
                    Exhibit 3.2 of 3CI's Quarterly Report on Form 10-Q for the
                    quarterly period ended June 30, 1995).

3.5                 Amendment of Bylaws effective October 1, 1998.(incorporated
                    by reference to Exhibit 3.5 of 3CI's report on Form 10-K
                    filed January 12, 1999)

3.6                 Certificate of Designations of 3CI's Series A Preferred
                    Stock without par value (incorporated by reference to
                    Exhibit 3.6 of 3CI's registration statement on Form S-1 (No.
                    333-48499), filed March 24, 1998).
</Table>





<PAGE>

<Table>
<S>                 <C>
3.7                 Certificate of Designations of 3CI's Series B Preferred
                    Stock without par value (incorporated by reference to
                    Exhibit 3.7 of 3CI's registration statement on Form S-1 (No.
                    333-48499), filed March 24, 1998).

3.8                 Certificate of Designations of 3CI's Series C Preferred
                    Stock without par value (incorporated by reference to
                    Exhibit 3.8 of 3CI's registration statement on Form S-1 (No.
                    333-48499), filed March 24, 1998).

4.1                 Amended and Restated Secured Promissory Note dated October
                    1, 1998, in the principal amount of $5,487,307.13 between
                    3CI and Waste Systems, Inc. (incorporated by reference to
                    Exhibit 4.4 of 3CI's report on Form 10-K filed January 12,
                    1999).

4.2                 Loan Agreement and Note Amendment dated December 18, 1998,
                    by 3CI and Waste Systems, Inc. (incorporated by reference to
                    Exhibit 4.5 of 3CI's report on Form 10-K filed January 12,
                    1999).

4.3                 Letter Agreement and Note Amendment dated August 10, 2000 by
                    3CI and Waste Systems, Inc. (incorporated by reference to
                    Exhibit 4.3 of 3CI's report on Form 10-K filed December 29,
                    2000).

4.4                 Letter Agreement and Note Amendment dated December 20, 2000
                    by 3CI and Waste Systems, Inc. (incorporated by reference to
                    Exhibit 4.4 of 3CI's report on Form 10-K filed December 29,
                    2000).

4.5                 Letter Agreement and Note Amendment dated March 5, 2001 by
                    3CI and Waste Systems, Inc. (incorporated by reference to
                    Exhibit 4.5 of 3CI's report on Form 10K filed January 15,
                    2001)

4.6                 Letter Agreement and Note Amendment dated June 26, 2001 by
                    3CI and Waste Systems, Inc. (incorporated by reference to
                    Exhibit 4.6 of 3CI's report on Form 10K filed January 15,
                    2002)

4.7                 Letter Agreement and Note Amendment dated December 20, 2001
                    by 3CI and Waste Systems, Inc. (incorporated by reference to
                    Exhibit 4.7 of 3CI's report on Form 10K filed January 15,
                    2002)

4.8                 Letter Agreement and Note Amendment dated May 23, 2002 by
                    3CI and Waste Systems, Inc. (incorporated by reference to
                    Exhibit 4.8 of 3CI's report on Form 10K filed January 14,
                    2003)

10.1                1992 Stock Option Plan of 3CI (incorporated by reference to
                    Exhibit 10(m) of 3CI's registration statement on Form S-1
                    (No. 33-45632) effective April 14, 1992).

10.2                Settlement Agreement dated January 1996 between James
                    Shepherd, Michael Shepherd and Richard T. McElhannon as
                    Releassors, and the Company, Georg Rethmann, Dr. Herrmann
                    Niehues, Jurgen Thomas, Charles Crochet and Waste Systems,
                    Inc., as Releasees (incorporated by reference to Exhibit
                    10.23 of 3CI's report on Form 10-K filed January 14, 1997).

10.3                Exchange Agreement between 3CI and Waste Systems, Inc. dated
                    as of June 24, 1997 (incorporated by reference to Exhibit
                    10.12 of 3CI's registration statement on Form S-1 (No.
                    333-48499), filed March 24, 1998).

10.4                Stock Purchase and Note Modification Agreement between 3CI
                    and Waste Systems, Inc. dated as of February 19, 1998
                    (incorporated by reference to Exhibit 10.13 of 3CI's
                    registration statement on Form S-1 (No. 333-48499), filed
                    March 24, 1998).

10.5                Employment Agreement dated May 30, 1998, between 3CI and
                    Charles D. Crochet (incorporated by reference to Exhibit
                    10.9 of 3CI's registration statement on Form S-1 (No.
                    333-48499), filed March 24, 1998).

10.6                Agreement dated September 30, 1998 among 3CI, Waste Systems,
                    Inc. and Stericycle, Inc. regarding Section 203 of the
                    Delaware General Corporation Law (incorporated by reference
                    to Exhibit 10.14 of 3CI's report on Form 10-K filed January
                    12, 1999).

10.7                Form of Indemnification Agreement dated June 3, 1999 entered
                    into between 3CI and Robert Waller (incorporated by
                    reference to Exhibit 10.11 of 3CI's report on Form 10-K
                    filed January 12, 2000).
</Table>




<PAGE>

<Table>
<S>                 <C>
10.8                LaSalle National Leasing master lease agreement dated June
                    18, 1999 between LaSalle National Leasing as lessor and the
                    Company as lessee (incorporated by reference to Exhibit
                    10.12 of 3CI's report on Form 10-K filed January 12, 2000).

10.9                Agreement to Defer Conversion of Preferred Stocks dated
                    April 2, 2003, by and among 3CI, Waste Systems, Inc. and
                    Stericycle, Inc.

99.1                Certification pursuant to 18 U.S.C. section 1350, as adopted
                    pursuant to section 906 of the Sarbanes-Oxley act of 2002.
</Table>