Exhibit 10.6

                    ASSIGNMENT OF AMENDED OPERATION AGREEMENT

         This Assignment of Amended Operation Agreement (the "Assignment") is
made as of the 14th day of April, 2004, by and between DELTA DADE RECYCLING
CORPORATION, a Florida corporation (the "Assignor") and DISTRIBUTION MANAGEMENT
SERVICES, INC., a Florida corporation (the "Assignee").

                                    RECITALS:

         A. Assignor is a party to that certain Amended Operation Agreement
dated as of December 22, 1998, by and between Distribution Management Services,
Inc., a Florida corporation ("DMGS") and Peerless Dade, Inc., d/b/a Dade
Recycling and Disposal, a Florida corporation (the "Operation Agreement").

         B. Assignor succeeded to the rights of Peerless Dade, Inc., d/b/a Dade
Recycling and Disposal under the Operation Agreement by virtue of an Assignment
of Agreement dated October 21, 2000 (the "Dade Assignment").

         C. Pursuant to the Dade Assignment, Assignor and Assignee entered into
an Assumption Agreement dated October 24, 2000, whereby Assignor assumed the
obligations under the Operation Agreement and further amended its terms.

         D. Assignor desires to assign its rights under the Operation Agreement
to Assignee and Assignee agrees to accept the assignment from Assignor and
assume Assignee's obligations under the provisions of the Operation Agreement on
the terms and conditions set forth in this Assignment.

         NOW, THEREFORE, in consideration of Ten Dollars ($10.00) being paid to
Assignor, the mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor and Assignee hereby agree as follows;

         1. Recitals. The foregoing recitals are true and correct and are hereby
incorporated by reference and made a part of this Assignment.

         2. Assignment. Assignor hereby assigns to Assignee and Assignee hereby
accepts the assignment of all of Assignor's right, title and interest under the
Operation Agreement, to have and to bold the same unto Assignor, its successors
and assigns for the remainder of the term of the Operation Agreement, if any.

         3. Assumption. Assignee hereby assumes the performance and observance
of, and agrees that it shall perform and observe all of the terms, covenants and
conditions of the Operation Agreement to be perforated by Assignor thereunder,
with all the full force and effect as if Assignee was the original party to the
Operation Agreement

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          4. No Representations or Warranties by Assignor. Assignee accepts this
Assignment without recourse against Assignor and without any representations or
warranties whatsoever concerning the Operation Agreement, including, without
limitation,

         (i)   whether the Operation Agreement is valid or in full force and
               effect;
         (ii)  whether Assignor has the right to assign the Operation Agreement
               with or without the consent of Southern Waste Systems, Ltd., the
               present owner of the fee title to the Property (as such term is
               defined in the Operation Agreement); or
         (iii) the compliance or non-compliance thereof of the Property with any
               applicable laws, ordinances, licenses or permits.

         5. Counterparts. The execution of this Assignment may be in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

         6. Successors and Assignor. This Assignment shall inure to the benefit
t of and be binding upon the successors and assigns of Assignor and Assignee.

         7. Governing Law. This Assignment shall be construed and enforced under
the laws of the State of Florida.

         IN WITNESS WHEREOF, the parties have executed this Assignment as of the
day and year first above written.

Witness                                    ASSIGNOR:


 /s/                                       DELTA DAD RECYCLING
-----------------------------------
Print Name:                                CORPORATION

 /s/                                       By: /s/
-----------------------------------              -------------------------------
Print Name:                                Name:
                                                 -------------------------------
                                           Its:
                                                 -------------------------------

                                           ASSIGNEE:

                                           DISTRIBUTION MANAGEMENT
                                           SERVICES.
                                           INC., a
                                           Florida
                                           corporation

/s/                                        By: /s/ Leo Greenfield
-----------------------------------            ---------------------------------
Print Name:                                Name: Leo Greenfield
                                                 -------------------------------
                                           Its:   President
                                                 -------------------------------
/s/
-----------------------------------
Print Name:



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