EXHIBIT 10.1




                                 S U B L E A S E


                                     Between

                             THE STATE OF WASHINGTON

                                 Represented by

                              DEPARTMENT OF ECOLOGY

                                       and

                           US ECOLOGY WASHINGTON, INC.
                           ===========================


<PAGE>
<TABLE>
<CAPTION>
                                    I N D E X


Article                               Title                        Page
--------------  -------------------------------------------------  ----
<S>             <C>                                                <C>

ARTICLE I       Leased Premises                                       1

ARTICLE II      Relationship Between the Parties                      1

ARTICLE III     Term of This Sublease - Option to Renew               4

ARTICLE IV      Rent                                                  4

ARTICLE V       Use of Premises                                       6

ARTICLE VI      Access Rights of State                                6

ARTICLE VII     Perpetual Maintenance Fund                            7

ARTICLE VIII    State Inspection of Company Records                   8

ARTICLE IX      Termination of Sublease                               9

ARTICLE X       The Company's Withdrawal from Premises               10

ARTICLE XI      Permits and Licenses                                 11

ARTICLE XII     Protection Against Claims and Losses                 11

ARTICLE XIII    Casualty Destruction of Premises                     13

ARTICLE XIV     Taxes, Maintenance Costs                             13

ARTICLE XV      Nondiscrimination in Employment                      14

ARTICLE XVI     No Benefits for Officials                            14


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ARTICLE XVII    No Contingent Fees                                   14

ARTICLE XVIII   No Waiver by the State                               15

ARTICLE XIX     Condition of Subleased Lands                         15

ARTICLE XX      Altering Premises                                    15

ARTICLE XXI     Additional Reserved Rights of the U.S. Government    16

ARTICLE XXII    Disputes With the U.S. Government                    16

ARTICLE XXIII   Disputes Between the Parties                         17

ARTICLE XXIV    Notices                                              17

ARTICLE XXV     Closure Fund                                         18

ARTICLE XXVI    Captions                                             19

ARTICLE XXVII   Invalidity of Particular Provisions                  19

ARTICLE XXVIII  Governing Law                                        19

ARTICLE XXIX    Time of Essence                                      20
</TABLE>


                                       ii
<PAGE>
     This  sublease,  dated  the _____ day of_______________, _____, and entered
into  pursuant  to RCW 43.200.080(1), is between the State of Washington, acting
through  the  Department  of  Ecology,  sublessor  ("State"),  and  US  Ecology
Washington,  Inc., sublessee ("Company"), a Delaware corporation and licensed to
do  business  in  Washington.

                                    ARTICLE I

                                 Leased Premises
                                 ---------------

     The  State  hereby  subleases  to  the  Company  that certain real property
situated  in  the County of Benton, State of Washington, within an area owned by
the  United  States  and  known as the Department of Energy Hanford Reservation,
more  particularly  described  as  follows:

     One  hundred  (100)  acres  of land, more or less, in the east half of
     Section 9, Township 12 North, Range 26 EWM, Benton County, Washington,
     more  particularly  described  as  follows:

     Beginning  at  the  Southeast corner of said Section 9; thence North 0
     degrees  53'  09"  West along the East line of Section 9 a distance of
     2942  feet;

     thence South 88 degrees 50' 56" West 1480 feet; thence South 0 degrees
     53' 09" East 2942 feet to the South line of said Section; thence North
     88  degrees

     50'  56'  East  along  said South line of the Section 1480 feet to the
     point  of  beginning.

                                   ARTICLE II

                        Relationship Between the Parties
                        --------------------------------

     1.   The  Company  acknowledges  that it has been furnished with a true and
correct  copy  of  the  lease  between  the  United  States  Government  ("U.S.
Government"),  as  represented by the Atomic Energy Commission (now succeeded by
the  United  States  Department  of  Energy  ("  Energy")  and  the State, dated
September  10,  1964,  as  amended.

     2.   The  Company  agrees  to  assume,  so  far  as the premises sublet are
concerned,  all  of  the  obligations  and  responsibilities which the State has
assumed  toward  the  U.S.  Government and/or Energy by the Prime Lease; and the
Company  acknowledges its complete awareness of the considerations involving the
national  defense and security set forth in the Prime Lease, which will, or may,
affect  the  Company's  operations  upon  the  subleased  premises.


                                        i
<PAGE>
     3.   The  State and the Company agree that in the event there is a conflict
between  the terms of this sublease and the terms of the Prime Lease, the latter
shall  be  controlling;  and  that  nothing herein shall be deemed to affect any
right  or  rights  that  the  U.S. Government and/or Energy have under the Prime
Lease.

     4.   The  Company  understands  that  the  State is a member state and host
state  under  the  Northwest  Interstate  Compact on Low-Level Radioactive Waste
Management  (hereafter "the Compact"); and the Company therefore agrees that its
facilities  and  activities  will  be  maintained  and  conducted  so  as not to
interfere with or endanger State policy with regard to the Compact.  The Company
further agrees that it will operate and manage the subleased premises in support
of  the  Compact  in  accordance  with  the  requirements  of the Compact and in
accordance  with  applicable  federal  and  state  law,  including the Low-Level
Radioactive  Waste  Act  of  1980 (as amended by the Low-Level Radioactive Waste
Policy  Amendments  Act  of  1985),  42  U.S.C.  Sec.  2021b-2021j.

     5.   The  State  agrees  that  with  respect  to the subleased premises the
Company  shall  enjoy  the  benefits  of  the  Prime  Lease  applicable thereto.

     6.   The  State  agrees to use its offices, in accordance with Articles VII
and  XXII, to represent the Company in presenting matters to the U.S. Government
and/or  Energy  involving  the  Company's  duties  and  obligations  to the U.S.
Government  and/or  Energy  under  the  Prime  Lease.

     7.   Except  as  provided  below,  the  Company  agrees  that it shall not,
without  the  State's  prior  written  approval,  which  approval  shall  not be
unreasonably  withheld,  assign,  hypothecate  or  transfer this sublease or any
interest  thereunder.  In  granting any such consent the State shall be entitled
to  consider,  among  other  items,  the  proposed  assignee's,  sublessee's  or
transferee's  financial condition, business reputation, business, and such other
factors  as may reasonably bear upon the suitability of the assignee, sublessee,
or  transferee  as  lessee  of  the  Premises.  If the Company is a corporation,
partnership,  or  other association, (l) the transfer of more than fifty percent
(50%)  of  the  ownership  interest  in  such  entity, or (2) the sale of all or
substantially  all of the assets of the Company shall be deemed to constitute an
"assignment"  of  this  Agreement  which requires the consent of the State.  The
consent  of the State to any one assignment shall not constitute a waiver of the
State's  right  to  consent  to subsequent assignments, nor shall consent of the
State  to  any one assignment relieve any party previously liable as a sublessee
from  any obligations under this Agreement, who shall remain joint and severally
liable as primary obligor and not as surety.  The acceptance by the State of the


                                       ii
<PAGE>
payment  of  rent  following  an  assignment shall not constitute consent to any
assignment  and  the  State's  consent  shall be evidenced only in writing.  The
sublease  may  be  assigned,  subject  to  all  conditions of this sublease, for
performance by a wholly owned subsidiary of the Company organized under the laws
of the State of Washington, without prior written approval by the State, but the
Company must give thirty (30) days prior written notice to the State of any such
proposed  transfer.

     8.   The  Company  agrees  that  it  shall  not,  without the State's prior
written  approval, sublet the premises or any part thereof, or permit the use of
the  premises  by  any party other than the Company except that the premises may
be,  subject to all conditions of this sublease, sublet to, or used by, a wholly
owned  subsidiary  of  the  Company  organized  under  the  laws of the State of
Washington without prior approval by the State, but the Company must give thirty
(30)  days  prior  written  notice  to  the State of any such proposed sublease.

     9.   Any  transactions under sections 7 and 8 of this Article shall require
notice  to  and  approval  by  Energy.

                                   ARTICLE III

                     Term of This Sublease- Option to Renew
                     --------------------------------------

     1.   The  term  of  this sublease shall be ten years commencing on the 29th
day  of  July,  2005.

     2.   The  Company shall have the option to extend the term of this sublease
for  four  additional  periods of ten years at rental rates to be agreed upon by
the  parties.  Upon  the  Company's  exercise  of such renewal option, the State
shall  have  the  option  to terminate the sublease if good cause exists, in the
State's  determination  of  the  best  interests  of the State, to terminate the
sublease.  In the event the parties hereto fail to agree as to rental rates, the
parties  may  attempt to resolve the disagreement in accordance with the dispute
resolution provisions in Article XXIII.  During the pendency of any negotiations
to  extend a sublease term, the State may extend the Sublease under the existing
terms  on  a  quarter-by-quarter  basis.

     3.   In  the  event  the  Company desires to exercise said option, it shall
give  notice  thereof  in writing to the State not less than six months prior to
the  expiration  of  the Sublease term.  In the event the Company chooses to not
exercise  said  option,  the  Company  will remain subject to the obligations in
Article  X.  In  the event the State desires to exercise its option to terminate
the  sublease, it shall give notice thereof in writing not less than five months
prior  to  the  expiration  of  the  lease  term.


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<PAGE>
                                   ARTICLE IV

                                      Rent
                                      ----

     1.  The  Company shall pay to the State as annual rent for the premises and
related rights obtained under this Sublease the sum, as of the effective date of
the initial Sublease term, of $63,170 as adjusted by the percentage increase, if
any, in the Consumer Price Index, calculated for all urban consumers, all items,
West,  size class C over the previous three year period as last published by the
United States Department of Labor, Bureau of Labor Statistics, for each calendar
year  of  the  remaining term of this Sublease.  For the purposes of the initial
Sublease  term,  the  first  annual  rent adjustment shall be effective January,
2008.

     2.   Payments  of the rent shall be due quarterly, within fifteen (15) days
after  the  end  of  each calendar quarter.  If any payment is not made when due
hereunder,  a  late payment penalty in an amount equal to one percent applied to
the  amount  of  the  late  payment shall become immediately due and payable and
shall  be  applied for each month that any payment due hereunder remains unpaid.
Payments  shall  be  made in lawful money of the United States, at the office of
the  State  Department of Ecology, Olympia, Washington, or as otherwise directed
in  writing  by  the  State.

     3.   In  addition,  the  Company  agrees  to  pay as supplemental rent such
annual  sum, determined after the fact by the Department of Ecology and approved
by  the State Auditor, as will fairly and adequately reimburse the State for the
following  unforeseen  direct  costs  and unforeseen costs of administering this
sublease:  (1) those expenses incurred by the State in considering those matters
brought  before  it by the Company for approval as provided in Articles V and XX
herein,  excluding  any  matters relating to licensing activities, and (2) those
expenses  incurred  by  the  State in representing the Company, at the Company's
request,  in  accordance  with  Article  II-6,  Article  VII,  and Article XXII:
PROVIDED,  that  the State may request, and upon such request, the Company shall
provide,  an  acceptable  financial  assurance mechanism (e.g., a bond) assuring
payment  of  such  supplemental rent prior to the State incurring said expenses.
Any  dispute over the amount of a bond or other financial assurance requested by
the  State  shall  be  resolved  in  accordance with Article XXIII.  No expenses
incurred  by  the  State  in  collecting any fees, assessments, or other charges
associated  with  the  low-level  radioactive waste disposal site and no expense
incurred  by  the  State  for  activities  benefiting  third  parties  shall  be
reimbursable  as  supplemental  rent.  Supplemental  rent  so  assessed  for the
previous  year  shall  be  paid  at  the  same


                                       iv
<PAGE>
time the quarterly rent for the next succeeding quarter is paid, except that the
supplemental  rent  for the last year of the term of this Sublease shall be paid
within fifteen (15) days of notice to Company.  Reimbursable costs shall include
transportation  costs,  per  diem  expenses  as  authorized  by  state  law  for
department  personnel  and  telephone  expenses, but shall not include salaries,
secretarial  services,  or supplies, except where the State may undertake to use
its  offices on behalf of the Company in accordance with Articles II.6 and XXII.

                                    ARTICLE V

                                 Use of Premises
                                 ---------------

     The  Company  covenants  and agrees that it will use the subleased premises
for  the  management  of low-level radioactive waste and naturally occurring and
accelerator  produced radioactive materials and wastes, but for no other purpose
except  with the prior written approval of the State.  The Company covenants and
agrees  that  it  will use the premises in a manner consistent with the terms of
the  license  or  licenses  issued  to  the  Company by the appropriate state or
federal  agency  authorizing  and  regulating  the  activities mentioned in this
article,  and  with  all  other  applicable  laws  and  regulations.

     The  Company shall publish and maintain a schedule of all rates and charges
for  waste  received  under  the  Compact  subject to approval by the Washington
Utility  and  Transportation Commission or its successors in interest, a copy of
which  shall  be  furnished  to the State and to any other person requesting the
same.  The  parties acknowledge that worker safety and health shall be regulated
by  the  State  of  Washington.

                                   ARTICLE VI

                             Access Rights of State
                             ----------------------

     The  State,  or any person authorized by it, to the extent permitted by the
prime  lease,  shall  at all times have access to the subleased premises for all
reasonable  purposes,  including,  without  limitation,  the  following:

     1.   For  the  protection  of the health and safety of the public or of the
employees,  other  personnel,  or  contractors  of  the  State;  and

     2.   For  taking  readings  or  samples from or for servicing, maintaining,
repairing,  or  replacing  environmental  monitoring  devices,  other  similar
instruments,  or  ground  water monitoring wells located on the leased premises;
and for conducting any other remedial actions as defined by the Washington Model
Toxics  Control  Act,  chapter  70.105D  RCW.


                                        v
<PAGE>
     3.   For  inspecting  the  premises  and  determining  if  the  Company  is
complying  with  the  obligations imposed by this sublease, including compliance
with  all  applicable  laws.

                                   ARTICLE VII

                           Perpetual Maintenance Fund
                           --------------------------

     The  Company  agrees,  pursuant  to  WAC  173-44-040,  to pay to the State,
effective  on  the  commencement  of  this sublease, One Dollar and Seventy-five
Cents ($1.75) for each cubic foot of radioactive materials and waste permanently
stored  or  buried  at  the  commercial  low-level  radioactive  waste  disposal
facility.  The  payment  by the Company of the One Dollar and Seventy-five Cents
($1.75)  fee  shall continue until such time as the State amends WAC 173-44-040,
at  which  time  the new amount set forth in the amended regulation shall apply.

     The  State warrants that it will invest monies collected for perpetual care
and  maintenance in the same manner as other monies and in accordance with state
law.

     The One Dollar and Seventy-five Cent ($1.75) perpetual care and maintenance
fee  shall  be  paid  to  the State on a quarterly basis for the quarters ending
March  31,  June  30,  September 30 and December 31, provided, however, that the
Company  shall  have  up to forty-five (45) days from the end of each quarter to
make  payment  to  the State.  In the event the State makes a determination that
additional  perpetual  care and maintenance fees in excess of the One Dollar and
Seventy-five  Cents  ($1.75)  set  forth  herein  are necessary as a result of a
request  made by the United States to the State of Washington for the deposit of
additional amounts pursuant to the Perpetual Care Agreement dated July 29, 1965,
between  the  State  of  Washington  and the United States, the State shall give
reasonable  notice  to  the Company of such determination and shall not oppose a
request  by  the Company to participate in proceedings between the State and the
United States under Article 10 of such Perpetual Care Agreement or Article 19 of
the Prime Lease between the United States of America and the State of Washington
dated  September  10,  1964.  In  the  event  the Company is precluded from such
participation,  the  State shall use its best efforts to represent the Company's
position  on  such  proposed  fee  increase  and  to  present  such  facts  and
circumstances  on  behalf  of  the  Company  as  it may reasonably request.  Any
adjustments  to  the fee shall be made by rule adopted pursuant to Chapter 34.05
RCW.


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<PAGE>
     All  payments  to  the  State  shall  be made in lawful money of the United
States  at  the  Department  of  Ecology,  Olympia,  Washington, or as otherwise
designated  in writing by the State, without notice of demand by the State.  The
State  shall maintain a segregated account of perpetual care and maintenance fee
payments  which  are deposited in the Perpetual Maintenance Fund, which includes
both  a  Perpetual  Surveillance  and Maintenance Account and a Closure Account.
The  Company  shall  identify  payments  made for perpetual care and maintenance
separately  from  any  payments  made  for  closure.

                                  ARTICLE VIII

                       State Inspection of Company Records
                       -----------------------------------

     The  Company  agrees  that  in  order for the State to determine the proper
payments  of  the  Company  into the Perpetual Maintenance Fund and to determine
compliance with this sublease, the State and its duly authorized representatives
shall  have  access  to and the right to examine and copy any directly pertinent
books,  documents,  papers,  accounts,  and  records  of  the  Company involving
operations  on  the subleased premises. Access to such books, documents, papers,
accounts,  and  records  shall  be  provided  at  a location within the state of
Washington  or  at the offices of the Company in Boise, Idaho.  Said right shall
continue  for three years after the termination of this sublease and any option,
if  exercised.

                                   ARTICLE IX

                             Termination of Sublease
                             -----------------------

     1.   Default.  The  Company  agrees  that  it  shall not violate any of the
terms  or  conditions  of  this  sublease,  or  violate the terms of authorizing
licenses  issued by the State or other appropriate authority, or use any part of
the  subleased  premises  in  a  manner  not  in substantial compliance with the
covenants  and  purposes of this sublease, or fail to comply with any applicable
laws,  regulations and ordinances of the United States and the state, territory,
or  political  subdivision in which the subleased premises are located.  If such
substantial  violation,  misuse  or  noncompliance occurs, the State may, at its
sole  option, have the right upon giving the Company sixty days' written notice,
to  terminate  this  sublease  and  reenter and take possession of the premises,
provided that such violation, misuse or noncompliance continues sixty days after
the  written  notice is provided by the State.  Upon any subsequent violation of
the  same  nature  after  such  written  notice has been provided, the State may
immediately  terminate  the  sublease  and  re-enter  and take possession of the
premises.  Notwithstanding  any  of  the


                                      vii
<PAGE>
foregoing,  if  such  violation,  misuse  or  noncompliance  involves  a nuclear
incident as defined in the U.S. Atomic Energy Act of 1954, as amended, 42 U.S.C.
Sec.  2014(q), the State may immediately terminate this sublease and reenter and
take  possession  of  the  premises.

     2.   Non-default termination.  Furthermore, the State reserves the right to
terminate the sublease upon: (a) sixty days' written notice should the Company's
authorizing license issued by the State be terminated or expire without renewal,
unless  the  Company has secured a stay of such termination in an administrative
or  judicial  proceeding contesting a decision by the State Department of Health
or  that  agency  of  the  state  with responsibility for the facility operating
license,  or  unless the Company has timely submitted an application for license
renewal;  or  (b)  five  months'  notice  should  the Compact lose the authority
provided  by  federal  law  as  of the time of entry of this sublease (Low-Level
Radioactive  Waste  Act  of  1980 [as amended by the Low-Level Radioactive Waste
Policy Amendments Act of 1985], 42 U.S.C. Sec. 2021b-2021j) to exclude access to
the  subleased  premises  for  the  disposal  of out-of-compact region low-level
radioactive  waste.  Termination  as provided in this paragraph does not, at the
State's  discretion,  relieve  the Company of any outstanding obligations or its
obligations  under  Article  X.

                                    ARTICLE X

                     The Company's Withdrawal from Premises
                     --------------------------------------

     1.   The  Company  agrees  that  it  shall,  either  before or within forty
working  days  after  the expiration or termination of the sublease, remove from
the premises at its own expense, all of its personal property not affixed to the
land:  PROVIDED,  that  if the Company fails to so remove its personal property,
the  State  may,  at its option, (1) take title to such property without cost or
liability  of any kind or (2) remove the personal property and have it stored on
behalf  of  the  Company  and at the sole expense of the Company, subject to any
storage  liens  and  right  of  sale  provided  by  law.

     2.   All  fixtures  and  improvements on the subleased premises made by the
Company  shall  remain  the  property  of  the  Company  during the term of this
sublease  no matter how they are attached to the land.  Upon the termination for
default  of  this sublease, all fixtures and improvements shall be forfeited and
become  the  property  of  the  State  unless the State elects in writing within
ninety  days  of termination to have Company remove fixtures and improvements to
which  the State does not intend to take title.  If the State elects to have the
some  or


                                      viii
<PAGE>
all  of  fixtures  and  improvements  removed  by Company, the Company agrees to
remove such fixtures and improvements identified in the notice, at Company's own
expense  and  within  forty  working  days after notice of the State's election.

     3.   Upon  the  expiration  or  termination of this sublease, the subleased
premises  and  all  personal  property, alterations, additions, and improvements
remaining  thereon  and  not  removed  (if  removal is permitted under the above
sections  of  this  article),  shall  be  returned to the State with radioactive
contamination  and  the release of any other hazardous substances resulting from
the  Company's  activities  reduced to a level and remediated in accordance with
the  Site  Stabilization  and  Closure Plan ("Closure Plan"), an agreed order or
consent  decree  entered  into  between  the  State  and the Company pursuant to
Chapter  70.105D  RCW,  or  an enforcement order issued by the State pursuant to
Chapter  70.105D  RCW.  The  Company shall, at its own expense and to the extent
directed to do so by the State, implement the Closure Plan and any agreed order,
consent  decree, or enforcement order, or at the option of the State, the State,
its  contractors  or  other  representatives  may  undertake compliance with the
Closure  Plan  and  any  agreed  order and consent decree, and the Company shall
reimburse  the  State  for the costs actually incurred for such compliance.  The
provisions  of  this Article shall not apply to the costs of compliance with the
Closure  Plan  or  any  agreed  order,  consent  decree, or enforcement order as
related  to  decontamination  of  any  land used as a burial or storage site for
radioactive  materials  and  wastes where appropriate payments have been made to
the  State's  Perpetual  Maintenance  Fund  in  accordance  with  Article  VII.

     4.   The  Company  shall  have  a  limited  license  after  expiration  or
termination  of the sublease to enter the subleased premises for the purposes of
carrying  out  the  provisions  of  this  Article.

                                   ARTICLE XI

                              Permits and Licenses
                              --------------------

     The  Company  shall  procure all necessary permits or licenses and abide by
all  applicable laws, regulations and ordinances of the United States and of the
state,  territory, and political subdivision in which the subleased premises are
located.


                                       ix
<PAGE>
                                   ARTICLE XII

                      Protection Against Claims and Losses
                      ------------------------------------

     1.   The  Company  shall  indemnify  and  save harmless the State, the U.S.
Government  and  its  agencies,  contractors  of  the  U.S.  Government, and the
officers,  employees  and  representatives  of  any  of  them,  from any and all
liability,  loss,  damage  or  costs  (including attorney's fees) incurred in or
arising  out  of any: (a) claim, suit, action or other legal proceedings arising
from,  related  to,  or  otherwise  associated  with  the  company's  use of the
subleased  premises,  including  the  Company's  erection  or  removal  of  any
equipment,  building  or part thereof or the making of any repairs, alterations,
additions  or  improvements  upon  the subleased premises; or (b) any default or
negligence  in  the  performance  of  any  covenant or obligation of the Company
hereunder:  PROVIDED,  That  the  foregoing  shall  not  apply  to  any  injury,
destruction  or  death as may be caused by the negligence or fault of the State,
the  U.S.  Government,  contractors  of  the  U.S.  Government, or the officers,
employees  or  representatives  of  any  of them; or (c) application of any law,
regulation,  or  other  regulatory requirement as a consequence of the Company's
rights  as  a  sublessee  or  the  Company's  use  of  the  subleased  premises.

     2.   For  purposes  of providing protection against the claims specified in
paragraph  XII(l)(a)  above, whether such activities be those of the Company, or
any  of  its  contractors, or the officers, employees, agents or subsidiaries of
the  Company,  the  Company maintain insurance in such amount as required by the
State  pursuant to RCW 43.200.200, RCW 43.200.210, and this sublease, and Energy
as required through the Prime Lease, by notice to the Company in writing.  As of
the  initial  term  of  this  sublease,  such insurance requirements shall be as
follows.  Combined coverage of $20,000,000 on a claims made basis for (a) bodily
injury  and  property  damage  to  third  parties  caused  by  sudden accidental
occurrences  arising  from  operations  of the subleased premises and (b) bodily
injury  and  property  damage  to  third parties caused by non-sudden accidental
occurrences  arising  from  operations  of  the  subleased premises.  The policy
providing  coverage  shall  be  consistent  with  the  requirements  of  WAC
173-303-620(8)(b)  (incorporating  by reference 40 C.F.R. Sec. 264.147 (a), (b),
(f),  (g),  (h),  (i), and (j)).  The Company shall also maintain nuclear energy
liability  insurance  (facility  form)  in  the  amount  of $10,000,000; and (d)
nuclear  energy  liability  insurance  (facility  worker  form) in the amount of
$300,000,000.  The  Company  shall  name  the  state government, and the federal
government,  as  additional  insureds  in  any  insurance  policies  obtained


                                        x
<PAGE>
in  compliance  herewith.  Copies  of all insurance policies shall be filed with
the  State  and  Energy and the insurance contracts shall provide that the State
and  Energy  shall  be  given  ten days' advance notice by mail of changes in or
cancellation  of  any  such  insurance.

     3.   Notwithstanding  any  other  provisions  of  this  sublease,  nothing
contained herein shall be construed to be a waiver on the part of the Company of
any  financial  protection  or  indemnity  which  might  be afforded it under an
applicable  nuclear hazards indemnity agreement executed either under provisions
of  future  state  legislation or under the provisions of Sec. 170 of the Atomic
Energy  Act  of 1954, as amended, or other contractual authority of the State or
Energy.

     4.   The  Company  and  the  State agree that the insurance amount required
under paragraph XII.2 is subject to renegotiation at the request of either party
at  five  year intervals from the effective date of this sublease to ensure that
the  amounts  adequately  cover  the  risk and keep pace with inflation.  If the
parties  fail  to  agree  during  any  such  renegotiations,  the matter will be
resolved  pursuant  Article  XXIII.

                                  ARTICLE XIII

                        Casualty Destruction of Premises
                        --------------------------------

     In  the event the premises are destroyed, damaged or made unusable by fire,
flood,  earthquake  or  other casualty, the State shall not be under obligation,
unless  it consents, to restore or repair the premises in any way.  If the State
elects  not  to restore or repair the premises, the Company shall have the right
(1)  to  restore  or  repair  the  premises  at  no cost to the sublessor (2) to
terminate  the  sublease  upon  curing  any  existing  defaults  and  satisfying
Company's  obligations  under  Article  X.

                                   ARTICLE XIV

                            Taxes, Maintenance Costs
                            ------------------------

     The  Company  agrees  to  pay  all  legally  imposed taxes, assessments and
similar  charges  which  may  be levied by the duly constituted authority of the
State, or any political subdivision of the State upon the subleased premises and
upon  any  improvements  now  or  hereafter  upon  the  subleased  premises.


                                       xi
<PAGE>
                                   ARTICLE XV

                         Nondiscrimination in Employment
                         -------------------------------

     The  Company  covenants  and  agrees  that in all matters pertaining to the
performance  of  this lease, the Company shall at all times conduct its business
in  a  manner  which  assures fair, equal and nondiscriminatory treatment of all
persons  without respect to race, sex, age, color, creed or national origin and,
in  particular:

     1.   The  Company  will  maintain  open hiring and employment practices and
will  welcome  applications  for  employment  in  all  positions  from qualified
individuals  who  are  members  of  racial  or  other  minorities,  and

     2.   The  Company  will comply strictly with all requirements of applicable
federal, state and local laws or regulations issued pursuant thereto relating to
the  establishment  of  nondiscriminatory  requirements in hiring and employment
practices  and  assuring  the  service  of  all  patrons  or  customers  without
discrimination  as  to  any  person's  race,  sex, age, creed, color or national
origin.

                                   ARTICLE XVI

                            No Benefits for Officials
                            -------------------------

     No  member  of  Congress  or  the  state  legislature,  or federal or state
government  official shall be admitted to any share or part of this sublease, or
to  any  benefit  which  may  arise  therefrom.

                                  ARTICLE XVII

                               No Contingent Fees
                               ------------------

     The  Company warrants that no person or selling agency has been employed or
retained  to  solicit or secure this sublease upon an agreement or understanding
for  a  commission,  percentage,  brokerage,  or  contingent  fee.

                                  ARTICLE XVIII

                             No Waiver by the State
                             ----------------------

     The  Company  agrees  that  the  State's  failure to insist upon the strict
performance  of  any  provision  of this sublease or to exercise any right based
upon  a  breach  thereof, or the acceptance by the State of any rent during such
breach,  shall  not  waive  any  of  the  State's  rights  under  this sublease.


                                      xii
<PAGE>
                                   ARTICLE XIX

                          Condition of Subleased Lands
                          ----------------------------

     The  Company  warrants that it has inspected and is fully familiar with the
physical  condition  of  the subleased lands.  It is further understood that the
State  has  made  no  representations,  warranties  or  undertakings  as to such
condition,  or  as  to the fitness or availability of the subleased land for any
particular  use,  or  that  the  subleased  land  is  free  and  clear  of  all
contamination  and  hidden  hazards.

                                   ARTICLE XX

                                Altering Premises
                                -----------------

     The  Company  agrees  that  it will not make any substantial enlargement or
substantially  change  its  facilities  or  operations without the prior written
approval  of the State.  For the purpose of obtaining State approval of either a
new  facility or operation or enlargement or change of a facility or activity or
the  operation  thereof, the Company shall give to the State such information as
the State may request and will not interfere with, or endanger the same.  If the
State  approves an enlargement or change of a facility, it may impose conditions
and  restrictions  necessary  to  carry  out the purposes of this article.  This
article's  requirements  in no way affect the need for obtaining any license now
or  hereafter  required  by  any applicable law or regulation, either federal or
state,  or  the  terms  and  conditions  of  any  such  license.

                                   ARTICLE XXI

      Additional Reserved Rights of the United States Department of Energy
      --------------------------------------------------------------------

     The  United  States  Department  of  Energy  has  reserved from those lands
subleased  to  the  Company  the  following  rights  in  addition  to the rights
otherwise  provided  for  in  this  sublease:

     1.   The  right  to construct on the subleased land and to maintain, repair
and  replace  utility  lines  as  may be necessary to provide electricity, heat,
water,  steam;  power,  protective,  gas,  telephone  and  other  communication
services,  to the extent necessary for Energy, provided that such lines will not
unreasonably  interfere  with  any  of  the  Company's  operations;

     2.   The  right  to construct on the subleased land and to maintain, repair
and  replace  drainage  facilities, including sanitary sewers, storm sewers, and
other  piping  and  conduits  to  the  extent  necessary  for  Energy;


                                      xiii
<PAGE>
     3.   The  right  to  place  monitoring  facilities,  fire control and alarm
facilities on the subleased land to the extent necessary for Energy, and to use,
repair  and  maintain  the  same;  and

     4.   The  right  to  construct  access  roads and railway facilities on the
subleased land to the extent necessary for Energy, and to maintain, replace, and
repair  the  same  provided  such  roads  and  facilities  will not unreasonably
interfere  with  any  of  the  Company's  operations.

                                  ARTICLE XXII

                        Disputes with the U.S. Government
                        ---------------------------------

     The  Company recognizes that under Article 19 of the Prime Lease, the State
is  obligated  to  exhaust  its  remedies  under federal administrative disputes
procedures, and that the rights of the Company as sublessee, derived through the
State,  are  subject  to  the  same  obligation.  In the event of a dispute with
Energy  in  which  the  Company has an interest, the State agrees to present the
Company's  claim  in  good  faith  and  with reasonable diligence, and shall not
oppose  the  intervention  by  the  Company as may be permitted under federal or
state  law,  or  by  the  action of any such federal agency, for the purposes of
representing its own interests in all such controversies.  The Company agrees to
accept  the  outcome  of such controversy without recourse against the State for
the  manner  in  which  the  State  shall  have  presented  the Company's claim,
provided,  however,  that  the  Company  shall not be bound by this Article from
pursuing  any  other  administrative remedy authorized by statute, regulation or
law.  In  the  event  that the Company is the real party in interest in any such
claim  and  requests in writing that the State represents its interests, it will
reimburse  the State for its reasonable costs in presenting the case; and if the
State,  or others, is likewise interested therein, the Company will pay its fair
share  of  the  expenses.

                                  ARTICLE XXIII

                          Disputes between the Parties
                          ----------------------------

     Any  dispute  under  Article  IV,  Article  XII, or Article XXV between the
Company  and  the  State  concerning a question under this sublease which is not
disposed  of  by  agreement, shall be decided by arbitration in each instance in
the  following manner: Within fourteen days of either party invoking the dispute
resolution  process  of this Article, each of the parties shall name and pay the
cost  of  one arbiter, and the two persons thus designated shall appoint a third
whose  cost  shared  by shared equally by the parties, the said three persons to
constitute  a  board of arbitration whose decision shall be final and conclusive
upon  the  parties.


                                      xiv
<PAGE>
                                  ARTICLE XXIV

                                     Notices
                                     -------

     All  notices,  demands,  requests,  consents,  approvals,  and  other
communications  which  may  or  are  required to be given by either party to the
other  under  this sublease shall be in writing and shall be deemed to have been
sufficiently  given  for  all  purposes  when delivered or mailed by first class
registered  or  certified  mail,  postage  prepaid.

     1.   Notice  to the State: To the Director, Department of Ecology, Olympia,
          ---------------------
Washington  98504  or at such other address as the State shall have furnished to
the  Company  in  writing.

     2.   Notice  to the Company: US Ecology Washington, Inc., Lakepointe Centre
          -----------------------
I,  300  E.  Mallard  Drive,  Suite  300,  Boise, Idaho, 83706, or at such other
address  as  the  Company  shall  have  furnished  to  the  State  in  writing.

                                   ARTICLE XXV

                                  Closure Fund
                                  ------------

     In order to assure the proper and expeditious closure of the facility after
the  cessation  of  waste  disposal  activities  of  the facility, the State may
require  additional  closure  fees  to be deposited in the Perpetual Maintenance
Fund.  The  State  shall  maintain  a segregated account of closure fee payments
which  are  deposited  in the Closure Fund which shall be utilized in paying all
reasonable  costs  of  closure, including approved closure related work prior to
the  cessation of waste disposal activities, required pursuant to the provisions
of  the  facility  license  and  Article  X.

     Prior  to  re-imposing  closure  fee  requirements, the State shall provide
reasonable  notice  to  the  Company  of such determination and shall afford the
Company  an  opportunity to be heard.  Upon failure of the Company and the State
to  agree  on  an  increased amount, the issue shall be submitted to arbitration
under  Article  XXIII.  The  State warrants that it will invest monies collected
for  closure  in  the  same  manner as other state monies and in accordance with
state  law.

     Any  required  closure  fee shall be paid to the State on a quarterly basis
for the quarters ending January 15, April 15, July 15, and October 15, provided,
however,  that the Company shall have up to forty-five (45) days from the end of
each  quarter  to  secure  collection  of  the  fees  from  its  customers  and
subsequently  make  payment


                                       xv
<PAGE>
to  the  State.  In  the  event  that  the  Company  performs  approved  closure
activities  at  the  facility,  the  State  warrants  that  the Company shall be
reimbursed  for  its costs plus a reasonable profit as shall be agreed to by the
parties  from  those  monies  collected  for  closure.  The State, subsequent to
satisfactory  performance  of  closure  by  the  Company  or  any  other  entity
acceptable  to  the  parties  (provided  that the Company shall not unreasonably
withhold  its approval of a duly qualified entity) shall transfer any unexpended
monies  from  the  closure  account  to  the  perpetual  maintenance  account.

     All  payments  to  the  State  shall  be made in lawful money of the United
States  at  the  Department  of  Ecology,  Olympia,  Washington, or as otherwise
designated  in writing by the State, without notice or demand by the State.  The
State  shall  maintain  a  segregated  account of closure fee payments which are
deposited  in  the  Perpetual  Maintenance  Fund.  The  Company  shall  identify
payments  made  for closure separately from payments made for Perpetual Care and
Maintenance.

                                  ARTICLE XXVI

                                    Captions
                                    --------

     The  captions  in this lease are for convenience only and do not in any way
limit  or  amplify  the  provisions  of  this  lease.

                                  ARTICLE XXVII

                       Invalidity of Particular Provisions
                       -----------------------------------

     If  any  term  or provision of this lease or the application thereof to any
person  or  circumstance  shall, to any extent, be invalid or unenforceable, the
remainder  of this lease or the application of such term or provision to persons
or  circumstances  other  than  those  as  to  which  it  is  held  invalid  or
unenforceable shall not be affected thereby and shall continue in full force and
effect.

                                 ARTICLE XXVIII

                                  Governing Law
                                  -------------

     This Agreement shall be construed, interpreted and enforced pursuant to the
laws  of  the State of Washington.  Venue shall be in Thurston County. The terms
of  this  Agreement  shall  be  given  their  ordinary  meaning and shall not be
presumed  construed  in  favor  of  or  against  either  party  hereto.


                                      xvi
<PAGE>
                                  ARTICLE XXIX

                                 Time of Essence
                                 ---------------

     Time  is expressly declared to be of the essence of this agreement and each
and  every  covenant  of  the  Company  and  the  State  hereunder.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this sublease.

                                   STATE OF WASHINGTON


                                   ---------------------------------------------
                                   JAY MANNING, Director
                                   Department of Ecology


                                   US ECOLOGY WASHINGTON, INC.


                                   By:
                                      ------------------------------------------
                                   STEPHEN ROMANO, President and Chief Executive
                                   Officer


Approved as to form only this _______ day of _____________________, 2005.

     ROB McKENNA
     Attorney General


     ----------------------------------------
     ANDREW A. FITZ
     Assistant Attorney General


                                      xvii
<PAGE>
                                 (FOR SUBLESSEE)
STATE OF__________________  )
                                 ) ss.
County of ________________  )

     On  this  ______  day  of  __________________, ______, before me personally
appeared  _________________________________,  to  me known to be President of US
Ecology  Washington, Inc., Lakepointe Centre I, 300 E. Mallard Drive, Suite 300,
Boise,  Idaho,  83706  and  executed  the  within  and foregoing instrument, and
acknowledged  said  instrument to be the free and voluntary act and deed of said
corporation, for the uses and purpose therein mentioned, and on oath stated that
he  was  authorized  to  execute  said  instrument.

     IN  WITNESS  WHEREOF,  I  have hereunto set my hand and affixed my official
seal  the  day  and  year  first  above  written.


                                  _____________________________________
                                  Printed Name:__________________________
                                  NOTARY PUBLIC in and for the State of
                                  ________________, residing at __________.
                                  My Commission Expires: _________________.



                                 (FOR SUBLESSOR)
STATE OF__________________  )
                                 ) ss.
County of ________________  )

     On  this  ______  day  of  __________________, ______, before me personally
appeared  _________________________________,  to  me  known  to  be  Director,
Department  of  Ecology, of the State of Washington, and executed the within and
foregoing  instrument,  and  acknowledged  said  instrument  to  be the free and
voluntary  act  and  deed  of  said  State,  for  the  uses and purposes therein
mentioned, and on oath stated that he was authorized to execute said instrument.

     IN  WITNESS  WHEREOF,  I  have hereunto set my hand and affixed my official
seal  the  day  and  year  first  above  written.


                                    ______________________________________
                                    Printed Name:  _______________________
                                    NOTARY PUBLIC in and for the State of
                                    _______________, residing at _________.
                                    My Commission Expires: _______________.


                                      xviii