AGREEMENT

     

    THIS AGREEMENT (this “Agreement”) is made and
entered into as of the 24 day of August, 2009, by and among Amerex Group, Inc.
(“Group”), a Delaware
corporation, Amerex Companies, Inc., an Oklahoma corporation (“Amerex”), and Waste Express,
Inc. (“Waste Express”)
(Group, Amerex and Waste Express, collectively, the “Company”), and CAMOFI Master,
LDC, a Cayman Islands limited duration company (“Lender”), and WES&A
Holdings, LLC, a Missouri limited liability company, as designee of
Lender.

    


    WITNESSETH:

     

    WHEREAS, Lender and Amerex are parties
to a Securities Purchase Agreement, dated as of November 21, 2005 (as further
amended, modified or supplemented from time to time, the “Purchase Agreement”), pursuant
to which Amerex originally issued 10% Senior Secured Convertible Notes due
November 21, 2007 (the “Notes”), to Lender in the
aggregate principal amount of $6,000,000; and

     

    WHEREAS, pursuant to a series of letter
agreements executed between December 19, 2007, and September 9, 2008, between
the Company and Lender, (i) the maturity date of the Notes was extended from
November 21, 2007, to November 21, 2010, and the interest rate on the Notes was
increased from 10% to 12%; (ii) Amerex issued to Lender a new promissory note in
the aggregate principal amount of $5,141.648 (the “New Note”) and; (iii) Amerex
issued and continues to issue to Lender additional promissory notes
substantially identical to the Notes (the “Additional Notes”)
representing additional monies loaned to the Company by Lender for operating
expenses and certain interest payments due under the Notes and New Note;
and

     

    WHEREAS, on August 31, 2006, Amerex
entered into an agreement with Lender for a line of credit of $1,500,000 (the
“LOC”), which was
subsequently increased to a maximum borrowing amount of $1,925,301;
and

     

    WHEREAS, Waste Express executed and
delivered to Lender a Subsidiary Guarantee, dated November 21, 2005 (as further
amended, modified or supplemented from time to time, the “Guaranty”), unconditionally
and irrevocably guaranteeing to Lender complete payment and performance by
Amerex when due of all obligations and indebtedness to Lender; and

     

    WHEREAS, Amerex executed in favor of
Lender a Security Agreement dated November 21, 2005 (as further amended,
modified or supplemented from time to time, the “Security Agreement”), granting
Lender a security interest in certain collateral, including but not limited to
goods, machinery, equipment, vehicles, rolling stock, inventory, contract
rights, accounts and general intangibles, whether now owned or after-acquired,
wherever situated, and all proceeds, products or accounts thereof (the “Personal Property”), including
all of Amerex’s interest in 100% of the issued and outstanding common stock of
Waste Express (the “Stock”), to secure all of the
Company’s obligations under the Notes, New Note, Additional Notes and any other
instruments, agreements or other documents executed or delivered in connection
therewith, including any amendments, modifications or extensions (the “Indebtedness”);
and

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    WHEREAS, Amerex has executed in favor
of Lender a Texas Deed of Trust, Security Agreement and Fixture Filing dated
November 22, 2005, and recorded in Harrison County, Texas, on December 20, 2005,
in Book OR, Vol. 3251, Page 100 (the “Deed of Trust”), which grants
Lender a first lien on certain land and improvements located in Leigh, Texas, of
which Amerex is owner of record and more particularly described in the form of
Special Warranty Deed on Exhibit A2 attached
hereto  (the “Texas
Real Estate”), to secure payment of the Indebtedness; and

    


    WHEREAS, Amerex is the owner of record
of certain land and improvements located in Pryor, Oklahoma, and more
particularly described in the form of Special Warranty Deed on Exhibit A3 attached
hereto (the “Oklahoma Real
Estate”), and certain land and improvements located in Kansas City,
Missouri and more particularly described in the form of Special Warranty Deed on
Exhibit A1
attached hereto (the “Missouri
Real Estate” and together with the Oklahoma Real Estate and the Texas
Real Estate, collectively the “Real Estate”);
and

    


    WHEREAS, the Purchase Agreement, the
Notes, New Note, Additional Notes, LOC, Guarantee, Security Agreement, Deed of
Trust, and all other agreements, documents and instruments heretofore, now or
hereafter executed in connection therewith are hereinafter collectively referred
to as the “Loan
Documents”); and

    


    WHEREAS, the amount due and owing to
Lender under the Loan Documents as of August 7, 2009 is approximately
$27,891,959; and

    


    WHEREAS, one or more material defaults
now exist under the terms of the Loan Documents, including, without limitation,
the Company’s failure to pay amounts currently due and owing; and

    


    WHEREAS, the Company acknowledges that
Lender has no further commitment or obligation to make any additional loans,
advances or other credit accommodations to the Company under any of the Loan
Documents and that Lender is entitled to immediately exercise all of its rights
and remedies under the Loan Documents, and as otherwise provided by law, which
rights and remedies include, but are not limited to, foreclosing their security
interests in and/or liens on any or all of the Personal Property, Stock and the
Real Estate (collectively, the “Property”); and

    


    WHEREAS, the Company is unable and/or
unwilling to cure said defaults and Lender is left to pursue its various
remedies available to it under the Loan Documents; and

    


    WHEREAS, the Company has consulted with
counsel as to the business and legal aspects of the matter.

    


    NOW, THEREFORE, in consideration of the
mutual covenants hereof and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereto do
hereby agree as follows:

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    AGREEMENT

     

    1.   Accuracy of
Recitals.  The foregoing recitals are true and correct and are
deemed to be a part of this Agreement.

     

    2.           Conveyance.  Simultaneously
with the date of this Agreement (the “Closing Date”), Amerex
shall:

     

    (i)   Convey
to Lender (or its designee) its entire interest in the Real Estate and all
property related thereto and used in connection therewith, whether personal,
real or mixed, subject only to the encumbrances recited herein, it being
understood that such instruments specifically shall negate any intention to
merge the Notes, Deeds of Trust  and other related instruments into
the title conveyed to Lender.  The Real Estate shall be conveyed by
special warranty deed in the forms attached hereto as Exhibit A1, A2 and
A3.

     

    (ii)  Convey
to Lender its interest in the Personal Property pursuant to the Bill of Sale,
Blanket Transfer and Assignment in the form attached hereto as Exhibit
B.  Amerex shall deliver contemporaneously herewith an
inventory of all Personal Property, which list shall be compiled from the
existing books and records maintained in connection therewith;

     

    (iii) Assign
all of its right, title and interest in all contracts, leases and agreements
(the “Contracts”)
identified on Exhibit
C pursuant to the Assignment and Assumption Agreement in the form annexed
hereto as Exhibit
D.  Amerex shall deliver contemporaneously herewith a list of
all Contracts and all writings memorializing said Contracts;

     

    (iv) Transfer
to Lender (or its designee) all books, records, keys and other property,
contracts and documentation relating to the Property (which information shall be
made available to Lender for review prior to the closing) and from and after
such date, turn over control and possession of the Property to
Lender;

     

    (v)  Transfer
to Lender (or its designee) the Stock, in accordance with the form of stock
transfer agreement attached hereto as Exhibit E ;
and

     

    (vi) Transfer
to Lender (or its designee) exclusive possession and control of the
Property.

     

    3.           Absolute Conveyances and
Right of Redemption.  The conveyances by Amerex under this
Agreement are intended to be and are acknowledged to effect absolute conveyances
and unconditional transfers all of its interests in the Property and all rights,
titles, interests, income, rents, rent equivalents, issues, revenues, royalties
and profits in connection therewith as of the date hereof, and are not given as
security; provided, however, title to the Property shall remain subject to the
Security Agreement  and Deed of Trust, as applicable, to the full
extent of the Indebtedness and all obligations arising thereunder.  In
the event that, contrary to the foregoing, it is at any time hereafter
determined that Amerex had any equitable and/or statutory rights of redemption
for the Property, then, for the consideration herein set forth, Amerex hereby
sells, transfers and conveys all of such rights to Lender or its designee and
waives for itself any and all equitable or statutory rights of redemption with
respect to the Property.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    4.           Title
Policy.  At the sole expense of Lender, Lender has obtained one
or more ALTA owner’s title commitments (collectively, the “Title Commitments”) issued by
First American Title Insurance Company (the “Title Company”), showing
Amerex to be vested with fee simple title to the Missouri Real Estate, the Texas
Real Estate and the Oklahoma Real Estate; and agreeing to issue to Lender (or
its designee) one or more ALTA owner’s title insurance policy in an amount
designated by Lender (the “Owner’s
Policy”).  Amerex shall execute all documents and deliver all
materials reasonably required by the Title Company to delete the standard
exceptions, including the standard exceptions for parties in possession,
mechanic’s liens, status of taxes and assessments, matters of survey and
unrecorded easements, to delete the “gap” exclusion, and to enable the Title
Company to issue the Owner’s Policy without any creditors’ rights exception and
with such other endorsements as are contained in the Title
Commitments.  Amerex shall provide evidence reasonably satisfactory to
Lender and the Title Company that all documents executed by each of them on the
Closing Date were duly authorized, executed and delivered, including incumbency
of all signatories to such documents and all documents required by the Title
Company to insure title to the Real Estate is in accordance with the terms of
the Commitment.

     

    5.           Representations, Warranties,
and Covenants.  Each of Group, Amerex and Waste Express,
jointly and severally, represents, warrants, acknowledges and covenants as
follows:

     

    (a)  It
has all requisite power and authority to enter into and perform its obligations
under this Agreement and the conveyance documents.  All acts and other
proceedings required to be taken by, or taken on the part of each to authorize
it to carry out this Agreement and consummate the conveyance and other
transactions contemplated herein have been duly and properly taken.

     

    (b)  Waste
Express hereby ratifies and confirms (i) the Security Agreement, executed on
behalf of Amerex in favor of Lender, granting a first priority security interest
in the Personal Property to secure the Indebtedness; and (ii) the Missouri Deed
of Trust, Security Agreement and Fixture Filing dated November 22, 2005,
executed by Amerex on behalf of Waste Express, and recorded in Jackson County,
Missouri on December 16, 2005, as Document Number 2005K0081247, which grants
Lender a first lien on certain land and improvements described therein, commonly
known as 6300 Stadium Drive, Kansas City, Missouri, to secure payment of the
Indebtedness.

     

    (c)  Exhibit C contains a
list of parties to all leases, contracts, agreements and other obligations known
to the Company relating to the Property and there are no other such agreements
(written or oral), outstanding options to purchase or other unrecorded
agreements, relating to the Property.

     

    (d)  No
notice of any unresolved violation of any statute, law or ordinance has been
received from any governmental authority having jurisdiction over the Property,
except for those notices reflected in Exhibit D, including the federal and state
tax liens.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    (e)  It
has not received notice of any condemnation proceedings relating to the
Property.

     

    (f)   Except
as shown on Exhibit
F, Amerex has not sold, assigned, conveyed, transferred, mortgaged,
hypothecated, pledged or encumbered the Property, or any portion thereof, except
for the Deeds of Trust and Security Agreement.

     

    (g)  Except
as shown on Exhibit
G, no construction work has been performed on the Property or materials
supplied for the Property and there is no person or entity to whom a debt is due
for labor or materials in connection with any improvement thereof within one
hundred twenty (120) days prior to the effective date of the Title Commitment
for which a mechanic’s or construction lien could presently be
filed.  Each of Group, Amerex and Waste Express agrees to hold Lender
and/or its designee harmless against any costs, damages and expenses incurred by
Lender and/or its designee, including reasonable attorney’s fees, as a result of
mechanic’s or construction liens by persons, firms or corporations claiming to
have performed work on the Property or supplied materials for the Property prior
to the Closing Date pursuant to authorization from the Company or the Company’s
authorized agents or employees.

     

    (h)  The
execution and delivery of this Agreement and the performance by it of all
transactions contemplated by this Agreement (including the execution and
delivery of all documents required by this Agreement to be executed and
delivered by it) do not breach any contractual covenants or restrictions between
it and any third party; do not conflict with or violate any provision of its
Articles of Incorporation or By-laws, as each may have been amended to date; do
not create or cause to be created any lien, pledge, mortgage, hypothecation,
deed of trust, charge, claim or encumbrance of any nature whatsoever
(collectively, “Lien”)
on the Property, other than those permitted by this Agreement; do not conflict
with any applicable laws or with any applicable public or private restrictions;
do not require any consent or approval of any public or private authority; will
not result in a violation of any law, rule, regulation, order, judgment or
decree (including federal and state securities laws and regulations) applicable
to Amerex or by which any property or asset of Amerex is bound or affected; and
are not threatened with invalidity or unenforceability by any action, proceeding
(including bankruptcy or insolvency proceedings), investigation pending or
threatened by or against it or the Property.

    


    (i)   The
intent of the Company in entering into this Agreement and effecting the transfer
and conveyances contemplated herein is not, and shall not be, intended to
hinder, delay or defraud any creditors of the Company.  The Company
believes that the outstanding indebtedness under the Loan Documents exceeds the
value of the Property, the conveyance documents are not intended as a preference
or fraudulent conveyance as defined in the United States Bankruptcy Code of
1978, as amended (the “Code”), as against any other
creditor of the Company.  As of the date hereof, there is no other
person or entity nor any other creditors whose rights would be prejudiced by
such conveyance of the Property by the Company.  In executing and
delivering the conveyance documents, it is the Company’s intention not to
prejudice the rights of any such other creditor; and the Company is not
obligated upon any debt whereby any Lien has been created or exists against the
Property, which Lien is senior to the Lien and security interests of the Loan
Documents given to Lender.  The conveyance of the Property and the
releases described herein are intended by the Company to be, and are made as, a
contemporaneous exchange for new value to the Company, and the Company has not
entered into this Agreement to provide preferential treatment to Lender or any
other creditor.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    (j)   This
Agreement represents the Company’s efforts to reorganize and restructure its
financial obligations with respect to the Property and the Indebtedness and
therefore the Company agrees that it will not seek relief under the
Code.  The Company further agrees that, should a voluntary or
involuntary bankruptcy be filed by or against any the Company, it will not
contest a motion to dismiss, to abstain or to lift the automatic stay, based
upon this Agreement and the settlement it contemplates.  The Company
further acknowledges that the exercise of any bankruptcy court’s discretion to
determine to dismiss or suspend the proceeding pursuant to 11 U.S.C. § 305(a)(1)
is not reviewable by appeal or otherwise pursuant to the provisions of 11 U.S.C.
§ 305(c).  The Company hereby acknowledges and agrees that its
representations and agreements set forth in this paragraph constitute a material
inducement for Lender’s acceptance of the Property from the Company pursuant to
this Agreement and that Lender’s acceptance of the Property is in reliance upon
such representations and agreements.

     

    (k)  Each
Loan Document and this Agreement are the product and result of arm’s length
negotiations between the parties and no party has exerted or attempted to exert
improper or unlawful pressure or in any way attempted to induce, through threats
or otherwise, the execution of any Loan Document or this Agreement by any other
party to such Loan Document, Stock transfer document, or this
Agreement.  Each term, provision, stipulation, representation,
warranty and all other facts, matters and agreements set forth in, referenced in
or otherwise made a part of any or all of the Loan Documents and this Agreement
are the results of arm’s length bargaining between the parties to the respective
documents.  Without in any way limiting the generality of the
foregoing, at all times during the course of the negotiation surrounding the
execution of any Loan Document or this Agreement, the Company has, to the extent
it has deemed necessary or advisable in its sole discretion, been advised and
assisted by competent legal counsel, that counsel has been present and has
actively participated in the negotiations surrounding the respective documents
and that it has been fully advised by counsel of its choosing of the effect of
each term, provision and stipulation contained within such document. The Company
has conducted such investigation of the facts, circumstances and other matters
surrounding or in any way involving or otherwise material to any term,
conditions, provision or statement contained in the Loan Documents and this
Agreement and the contractual relationships created thereby and all other facts,
matters and circumstances as it, in its sole and absolute discretion, deems
material, and it has not relied upon any facts, statements or representations
made by the Lender or its designee or Lender or its designee’s
agents.

     

    
      The
representations, warranties, and covenants set forth above in this Section shall
survive the closing of the transactions contemplated by this
Agreement.

    

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    6.           Reservation of Right to Seek
Deficiency.  Lender expressly reserves, and does not waive, the
right to seek judgment for the deficiency owed on the Indebtedness after
disposition of the Property in accordance with this Agreement and Lender’s
rights under the Loan Documents and applicable law.

     

    7.           Release.  Each
of Group, Amerex and Waste Express hereby releases and forever discharges the
Lender and each and every one of its members, shareholders, affiliates, related
entities, subsidiaries, parent corporations and their respective agents,
officers, executive, employees, predecessors and/or successors in interest,
attorneys, directors and assigns from any and all matters, claims, charges,
demands, damages, causes of action, debts, liabilities, controversies,
judgments, and suits of every kind and nature whatsoever, foreseen or
unforeseen, known or unknown, which have arisen between the Lender and any such
Company entity in connection with any of the Loan Documents or otherwise
relating to the Property, including, without limitation, those that were or
could have been asserted, whether known or unknown.  The Company
agrees not to file suit or otherwise submit any charge, claim, complaint,
grievance or action to any agency, court, organization, or judicial forum (nor
will they permit any person, group of persons, or organization to take such
action on their behalf) against the Lender or any of its related entities, its
successors or assigns arising out of any actions or non-actions that have
occurred to the date of this release of claims with respect to the Loan
Documents.  The Company further agrees that in the event that any
person or entity should bring such a charge, claim, complaint, or action on
their behalf, they hereby waive and forfeit any right to recovery under said
claim and will exercise every good faith effort to have such claim
dismissed.

     

    8.           Documents to be Provided at
Closing.  On or before the Closing Date, the Amerex shall make,
duly execute and deliver to  Lender (or its designee) the following
executed original documents:

     

    (a)  Special
Warranty Deeds in the forms attached hereto as Exhibit A1, A2 and A3
(the “Deeds”);

     

    (b)  Bill
of Sale, Blanket Transfer and Assignment in the form attached hereto as Exhibit
B;

     

    (c)  Assignment
and Assumption Agreement in the form attached hereto as Exhibit
D;

     

    (d)  Stock
Transfer Agreement, in the form attached hereto as Exhibit  E;
and

     

    (e)  Such
other documents or instruments reasonably necessary to effectuate the terms of
this Agreement.

     

    9.           Proration of Operating
Expenses.  Except as otherwise provided for herein, all
operating expenses relating to the Property shall be prorated as of the Closing
Date.

     

    10.         Cooperation.  Prior
to and at all times following the date on which Lender accepts title to the
Property, the Company agrees to execute and deliver, or to cause to be executed
and delivered, such documents and to do, or cause to be done, such other acts
and things as might reasonably be requested by the Title Company or any party to
this Agreement to assure that the benefits of this Agreement are realized by the
parties.  None of Group, Amerex and Waste Express shall lease, rent
and/or develop the Property or any part thereof or conduct any gainful activity
thereon, without the prior written consent of Lender.  From and after
the date hereof, the Company further covenants and agrees that it will not place
any restrictions, liens, easements, licenses, deeds of trust, mortgages or other
agreements against the title to the Property, and that any such restriction,
easement, license, deed of trust, mortgage or other agreement shall be void
without having first received Lender’s written consent.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    11.         No
Merger.  The parties acknowledge and agree that the Loan
Documents will remain in full force and effect after the transactions
contemplated by this Agreement have been consummated.  The parties
further acknowledge and agree that the interest of Lender in the Property
created by all of the conveyances provided for herein will not merge with the
interest of Lender in the Property under the Loan Documents.  It is
the express intention of each of the parties that such interests of Lender in
the Property will not merge, but be and remain at all times separate and
distinct, notwithstanding any union of said interest in Lender at any time by
purchase, termination or otherwise and that the liens held by Lender against the
Property created by the Loan Documents will remain at all times valid and
continuous against the Property.

     

    12.         Foreclosure
Proceedings.  Amerex hereby covenants and agrees that it will
not interfere with or oppose Lender in, and hereby consents to,
any:

     

    (a)  foreclosure
proceedings by court action or otherwise, or any other proceedings instituted by
Lender in connection with realizing upon the security granted pursuant to the
Deeds of Trust and other Loan Documents, including the right to institute
proceedings against Amerex in order to effectuate such foreclosure;
and

     

    (b)  action
to quiet title which may be instituted by Lender to perfect its right, title and
interest in the Property.

     

    Amerex
waives the right to a hearing in connection with any such foreclosure proceeding
or other suit or proceedings, and further waives the right to require sale of
the Property in any such suit to be made in parcels.  If the Company
contests Lender’s right to proceed in any suit, in addition to the Company being
liable to Lender or its designee for all damages which Lender may suffer as a
result thereof, the Company acknowledges and agrees that it will be liable to
Lender for all reasonable attorneys’ fees and court costs incurred by Lender in
such suit.  This provision in this section shall survive the closing
of the transactions contemplated in this Agreement.

    


    13.         Disposition of Collateral
Governed by UCC.  Each of Group, Amerex and Waste Express
hereby renounces and waives all rights that are waivable under Article 9 of the
Uniform Commercial Code (the “UCC”) of any jurisdiction in
which any of the Property may now or hereafter be located.  Without
limiting the generality of the foregoing, the Company hereby (i) renounces any
right to receive notice of any disposition by Lender, as the secured party of
any of the Property pursuant to Section 9-611 of the UCC, whether such
disposition is by public or private sale under the UCC or otherwise; (ii) waives
any rights relating to compulsory disposition of any of the Property pursuant to
Section 9-620 of the UCC; and (iii) consents to Lender’s acceptance of the
Property in partial satisfaction of the Indebtedness.  Each of Group,
Amerex, Waste Express and Lender stipulate and agree that the Company shall be
entitled to a credit against the Indebtedness, in the amount of $14,000,000,
representing the fair market value of the Personal Property, in the event that
(i) Lender accepts the Personal Property as partial satisfaction of the
Indebtedness, pursuant to Section 9-620 of the UCC; or (ii) Lender and/or its
designee is the purchaser at a disposition of the Personal Property, pursuant to
Section 9-611 of the UCC.  Each of Group, Amerex, Waste Express also
hereby acknowledges and agrees that the transactions contemplated by this
Agreement shall constitute a commercially reasonable manner for the disposition
of the Property, or any part thereof.  This provision in this
subsection shall survive the closing of the transactions contemplated in this
Agreement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    14.         Revival of
Liability.  (a)  To the extent that any payment or
payments made to Lender under this Agreement, the Loan Documents, or any
conveyance of the Property or payment or proceeds of any Property received by
Lender in the reduction of the indebtedness evidenced therein or with respect to
any of the allocations evidenced by this Agreement or any related documents are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, to the Company, to a surety, or any
other person liable for any of the obligations evidenced and/or secured by this
Agreement, the Loan Documents, or any other related documents, whether directly
or indirectly, as a debtor-in-possession or to a receiver or any other party
under any bankruptcy law, state or federal law, common law or equitable cause,
then the liens created by the Loan Documents against the Property and the
portion of the indebtedness of the Company or such other liable person intended
to have been satisfied by such payment or proceeds hereunder, will be revived
and will continue in full force and effect as if such payment or proceeds had
never been received by Lender.

     

    (b)          If,
at any time following the Closing Date (i) the Company or any third-party
creditor of the Company undertakes any legal proceeding to rescind or set aside
the conveyance documents; (ii) any representation or warranty of the Company
contained herein shall be untrue or the Company should fail to comply with any
covenant contained herein, or (iii) the Property, or any part thereof, must be
returned by Lender for any reason, including, without limitation, the
insolvency, bankruptcy or reorganization of the Company, Lender may, at its
option, declare this Agreement to be null and void by giving written notice to
that effect to the Company.  In such event, Lender specifically
reserves the right to exercise any right or remedy which was available to Lender
or exercisable by Lender prior to the execution of this Agreement, including
without limitation, any rights or remedies which Lender may have as the holder
of the Note and Deeds of Trust including, without limitation, the right to
commence foreclosure proceedings pursuant to the Deeds of Trust; PROVIDED,
HOWEVER, THAT THE LIMITATION PERIOD FOR ANY SUCH FORECLOSURE, ENFORCEMENT OR
EXERCISE OF OTHER REMEDY FOR PURPOSES OF THE STATUTE OF LIMITATIONS SHALL NOT
COMMENCE TO RUN UNTIL THE DATE UPON WHICH LENDER DECLARES IN WRITING ITS
DECISION TO DECLARE THIS AGREEMENT TO BE NULL AND VOID AND OF NO FORCE AND
EFFECT.

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    15.         Miscellaneous
Provisions:  The parties hereto further agree as
follows:

     

    (a)  This
Agreement shall be binding upon each of Group, Amerex and Waste Express and
Lender and shall inure to the benefit of the heirs, successors, and assigns of
the respective parties hereto.

     

    (b)  Whenever
notice is required or permitted hereunder, it shall be deemed effective when
delivered by reputable overnight courier or mailed, certified mail, postage
prepaid, to the parties at the following addresses:

    

      
        
          
            	
                    If
      to the Company:

                  	 
      	
                    Amerex
      Companies, Inc.

                  
	 
      	 
      	
                    Attention:
      Steven K. Onody

                  
	 
      	 
      	
                    1105
      N. Peoria Avenue

                  
	 
      	 
      	
                    Tulsa,
      Oklahoma  74106

                  
	 
      	 
      	
                    Fax:  (918)
      599-0786

                  
	 
      	 
      	 
      
	
                    With
      a copy to:

                  	 
      	
                    Moyers,
      Martin, Santee & Imel, LP

                  
	 
      	 
      	
                    c/o
      James E. Martin

                  
	 
      	 
      	
                    401
      S. Boston Avenue, Suite 110

                  
	 
      	 
      	
                    Tulsa,
      Oklahoma  74103

                  
	 
      	 
      	 
      
	
                    If
      to Lender:

                  	 
      	
                    CAMOFI
      Master LDC

                  
	 
      	 
      	
                    c/o
      Centrecourt Asset Management LLC

                  
	 
      	 
      	
                    Attention:
      Michael Loew

                  
	 
      	 
      	
                    350
      Madison Avenue, 8th
      Floor

                  
	 
      	 
      	
                    New
      York, New York  10017

                  
	 
      	 
      	
                    Fax:
      (646) 758-6751

                  
	 
      	 
      	 
      
	
                    With
      a copy to:

                  	 
      	
                    Bryan
      Cave, LLP

                  
	 
      	 
      	
                    Attention:  Michael
      Royle

                  
	 
      	 
      	
                    1200
      Main Street, Suite 3500

                  
	 
      	 
      	
                    Kansas
      City, Missouri  64105

                  
	 
      	 
      	
                    Fax:  (816)
      374-3300

                  


          

        

      

    

     

    (c)  Various
representations, warranties, acknowledgments and agreements contained herein and
in documents executed by the Company in conjunction herewith shall not merge
into the Deeds to be delivered hereunder, but shall survive such
delivery;

     

    (d)  Lender
may foreclose the Deeds of Trust and otherwise pursue its rights and remedies
under the Deeds of Trust and other instruments disclosed herein related
thereto.

     

    (e)  Except
as otherwise specifically provided herein to the contrary, Lender is not
assuming or accepting any liabilities with respect to the Property and the
Company hereby agrees to defend, hold harmless and indemnify Lender against any
and all claims, causes of action and liabilities which may be asserted or
established against Lender which are beyond the scope of its undertakings under
this Agreement.  No person not a party to this Agreement will be a
third party beneficiary or acquire any rights hereunder.

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    (f)   It
is expressly acknowledged by each of Group, Amerex and Waste Express that all
agreements, representations, warranties and acknowledgments contained herein and
in documents executed by the Company in conjunction herewith shall survive the
closing of this transaction and the delivery and recording of any and all
documents given pursuant thereto.  Notwithstanding anything contained
herein or elsewhere to the contrary, nothing contained herein shall preclude
Lender from exercising its rights and remedies for any breach of any such
representation, warranty, acknowledgment or covenant and/or agreement of
indemnification subsequent to closing.

     

    (g)  This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute but
one and the same instrument.

     

    (h)  No
amendment to this Agreement shall be binding on either of the parties to this
Agreement unless such amendment is in writing and executed by both parties
hereto.

     

    (i)   This
Agreement and any claim, controversy or dispute arising under or related to this
Agreement, the relationship of the parties and/or the interpretation and
enforcement of the rights and duties of the parties, and all transactions
hereunder shall be governed by the laws of the State of New York, without giving
effect to its conflict of laws principles. The Company hereby agrees that it
shall bring any action, suit or proceeding (collectively, an “Action”), relating to or in
any manner whatsoever arising out of this Agreement, exclusively in the Federal
or state courts located in the Borough of Manhattan, New York, and that CAMOFI
may bring any Action in any jurisdiction it deems appropriate, and the Company
hereby waives, to the maximum extent permitted by law, any objection, including
any objection based on forum
non conveniens, to the bringing of any such proceeding in such
jurisdictions or to any claim that such venue of the suit, action or proceeding
is improper.  Nothing in this paragraph shall affect or limit any
right to serve process in any other matter permitted by law.  If
either party shall commence an action or proceeding to enforce any provisions of
this Agreement, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its attorneys fees and other costs and
expenses incurred with the investigation, preparation and prosecution of any
such action or proceeding.

     

    (j)   TO THE MAXIMUM EXTENT PERMITTED BY
LAW, THE COMPANY AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE DEEDS, ANY OF
THE DOCUMENTS OF WHICH COPIES ARE ATTACHED AS EXHIBITS HERETO, ANY OTHER LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL
OR WRITTEN) OR ACTION OF EITHER PARTY OR ANY EXERCISE BY ANY PARTY OF THEIR
RESPECTIVE RIGHTS UNDER THIS AGREEMENT, THE DEEDS, ANY OF THE DOCUMENTS OF WHICH
COPIES ARE ATTACHED AS EXHIBITS HERETO, ANY OTHER LOAN DOCUMENT OR IN ANY WAY
RELATING TO THE LOAN OR THE PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY ACTION
TO RESCIND OR CANCEL THIS AGREEMENT, AND ANY CLAIM OR DEFENSE ASSERTING THAT
THIS AGREEMENT WAS FRAUDULENTLY INDUCED, COERCED OR IS OTHERWISE  VOID
OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT TO LENDER TO ENTER THIS
AGREEMENT.

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

     

    IN WITNESS WHEREOF, the parties hereto
have executed this Agreement this 24 day of August, 2009.

    


    [signature
page to follow]

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 
      	
                                      AMEREX
      GROUP, INC.

                                    	 
	 
      	 
      	 
      	 
	 
      	 
      	
                                      /s/ Stephen K. Onody

                                    	 
	 
      	 
      	
                                      By:
      Stephen K. Onody

                                    	 
	 
      	 
      	
                                      Title:  Interim
      CEO

                                    	 
	 
      	 
      	 
      	 
	 
      	 
      	
                                      AMEREX
      COMPANIES, INC.

                                    	 
	 
      	 
      	 
      	 
	 
      	 
      	
                                      /s/ Stephen K. Onody

                                    	 
	 
      	 
      	
                                      By:
      Stephen K. Onody

                                    	 
	 
      	 
      	
                                      Title:  Interim
      CEO

                                    	 
	 
      	 
      	 
      	 
	 
      	 
      	
                                      WASTE
      EXPRESS, INC.

                                    	 
	 
      	 
      	 
      	 
	 
      	 
      	
                                      /s/ Stephen K. Onody

                                    	 
	 
      	 
      	
                                      By:
      Stephen K. Onody

                                    	 
	 
      	 
      	
                                      Title:  Interim
      CEO

                                    	 
	 
      	 
      	 
      	 
	 
      	 
      	
                                      CAMOFI
      MASTER LDC

                                    	 
	 
      	 
      	 
      	 
	 
      	 
      	
                                      /s/Michael Loew

                                    	 
	 
      	 
      	
                                      By:
      Michael Loew

                                    	 
	 
      	 
      	
                                      Title:  General
      Counsel

                                    	 
	 
      	 
      	 
      	 
	 
      	 
      	
                                      WES&A
      HOLDINGS, LLC

                                    	 
	 
      	 
      	 
      	 
	 
      	 
      	
                                      /s/ Daniel J McLaughlin

                                    	 
	 
      	 
      	
                                      By:
      Daniel J McLaughlin

                                    	 
	 
      	 
      	
                                      Title:
      Manager

                                    	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A1

    Form of
Missouri Special Warranty Deed

     

    
      
        

      

    

    


    SPECIAL
WARRANTY DEED

    


    THIS SPECIAL WARRANTY DEED,
made as of the 24th day of
August, 2009, by and between Amerex Companies, Inc., an Oklahoma corporation
(“Grantor”), and
WES&A Holdings, LLC, a Missouri limited liability company (“Grantee”), as designee of
CAMOFI Master LDC, a Cayman Islands limited duration company, c/o Centrecourt
Asset Management, LLC, 350 Madison Avenue, 8th Floor,
New York, New York  10017.

     

    WITNESSETH: THAT THE GRANTOR,
in consideration of the sum of TEN DOLLARS ($10.00) and other
good and valuable considerations, to it in hand paid by the Grantee, the receipt
of which is hereby acknowledged, does by these presents GRANT, BARGAIN AND SELL, CONVEY AND
CONFIRM, unto the Grantee, its successors and assigns, the real property
described on Exhibit
A hereto.

     

    TO HAVE AND TO HOLD the
premises aforesaid, with all and singular the rights, privileges, appurtenances
and immunities thereto belonging or in anyway appertaining, unto the Grantee and
unto its successors and assigns forever, the Grantor herein, for itself and for
its successors and assigns, hereby covenanting that it is lawfully seized of an
indefeasible estate in fee in the premises herein conveyed; that it has good
right to convey the same; that the said premises are free and clear from any
encumbrance done or suffered by it; and that it will, except as hereinabove
specifically set forth, warrant and defend the title of the said premises unto
the Grantee and unto its successors and assigns forever, against the lawful
claims and demands of all persons whomsoever, lawfully claiming the same by,
through or under the Grantor.

     

    IN WITNESS WHEREOF, the
Grantor has caused these presents to be signed by its duly authorized officer as
of the day and year first above written.

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                	 
      	 
      	
                        Amerex
      Companies, Inc.,

                      
	 
      	 
      	
                        an
      Oklahoma corporation

                      
	 
      	 
      	 
      
	
                        (SEAL)

                      	 
      	 
      
	 
      	 
      	
                        By:

                      	 
      
	 
      	 
      	
                        Its:

                      	 
      


              

            

          

        

      

      


      
        
          
            
              	
                      STATE OF

                    	 
      	
                      )

                    
	 
      	
                      )
      SS.

                    
	
                      COUNTY OF

                    	 
      	
                      )

                    


            

          

        

      

    

     

    On this
___ day of August, 2009, before me, appeared
_____________________________________________________________________________,
to me personally known, who being by me duly sworn, did say that he/she is the
President of Amerex Companies, Inc., an Oklahoma corporation, that the seal
affixed to the foregoing instrument is the corporate seal of the corporation,
that said instrument was signed and sealed on behalf of said corporation by
authority of its Board of Directors, and acknowledged said instrument to be the
free act and deed of said corporation.

     

    IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at my
office in _______________, _______________, the day and year last above
written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 
      	 
      
	 	 	 	 
	 
      	 
      	
                                    Printed Name:

                                  	 
      
	 
      	 
      	
                                    Notary
      Public in and for

                                  
	 
      	 
      	
                                    said
      County and
State

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          	
                  My
      Commission Expires:

                
	 
      
	 
      	 
      


        

      

      (The
Notary Public must type or print his/her name immediately beneath his/her
signature.)

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

     

    Lots 2,
3, 4, 5, 6, 7, 8 and 9, RENICK’S FIRST ADDITION TO LEEDS,  a
subdivision in Kansas City, Jackson County, Missouri.

    

      Exhibit
A

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
A2

    


    Form of
Texas Special Warranty Deed

    


    SPECIAL
WARRANTY DEED

    


    
      
        
          	
                  THE
      STATE OF _______________

                	
                  §

                	 
      
	 
      	
                  §

                	
                  KNOW
      ALL MEN BY THESE PRESENTS:

                
	
                  COUNTY
      OF _________________

                	
                  §

                	 
      


        

      

    

    


    THAT Amerex Companies, Inc., an
Oklahoma corporation, (hereinafter referred to as “Grantor”), for and in
consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and
valuable consideration to it in hand paid by WES&A Holdings, LLC, a Missouri
limited liability company, (hereinafter referred to as “Grantee”), as designee of
CAMOFI Master LDC, a Cayman Islands limited duration company, whose mailing
address is 305 Madison Avenue, New York, New York  1001 c/o
Centrecourt Asset Management LLC, 350 Madison Avenue, 8th Floor,
New York, New York  10017, the receipt and sufficiency of which
consideration are hereby acknowledged, and upon and subject to the exceptions,
liens, encumbrances, terms and provisions hereinafter set forth and described,
has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does hereby
GRANT, BARGAIN, SELL and CONVEY, unto Grantee all of the real property situated
in Harrison County, Texas, described on Exhibit A
attached hereto and made a part hereof for all purposes, together with all and
singular the rights, benefits, privileges, easements, tenements, hereditaments
and appurtenances thereon or in anywise appertaining thereto, and together with
all improvements located thereon and any right, title and interest of Grantor in
and to adjacent streets, alleys and rights-of-way (said land, rights, benefits,
privileges, easements, tenements, hereditaments, appurtenances, improvements and
interests being hereinafter referred to as the “Property”).

    


    TO HAVE
AND TO HOLD the Property as aforesaid, unto Grantee, its successors and assigns,
forever; and Grantor does hereby bind itself and its successors, to WARRANT AND
FOREVER DEFEND all and singular the Property unto Grantee, its successors and
assigns, against every person whomsoever lawfully claiming or to claim the same,
or any part thereof, by, through or under Grantor, but not
otherwise.

    


    IN
WITNESS WHEREOF, this Special Warranty Deed has been executed by Grantor to be
effective as of August 24, 2009.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	
                        GRANTOR:

                      
	 
      
	
                        Amerex
      Companies, Inc.

                      
	 
      
	
                        By:

                      	 
      
	
                        Name: 

                      	 
      
	
                        Its:

                      	 
      


              

            

          

        

      

    

    


    
      
        
          	
                  THE
      STATE OF __________

                	
                  §

                
	 
      	
                  §

                
	
                  COUNTY
      OF ____________

                	
                  §

                


        

      

    

    


    This
instrument was acknowledged before me on August __, 2009, by
______________________, the ____________________________ of Amerex Companies,
Inc., an Oklahoma corporation, on behalf of said corporation.

    


    
      
        
          
            	 
      	 
      
	 
      	
                    Notary
      Public in and for the State of __________

                  
	 
      	 
      
	 
      	 
      
	 
      	
                    Printed/Typed
      Name of Notary

                  
	 
      	 
      
	 
      	
                    My
      Commission
  Expires:  _______________________

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
A

     

    BEING
25.40 acres of land situated in Harrison County, Texas about 17.6 miles
east-northeast of the courthouse in the City of Marshall and also being in the
southeast corner of the C. L. WALL SURVEY Abstract 792. Said 25.40 acres also
are located on the north side of Texas F.M. Road No. 1999 and is part of a 128
acre tract conveyed to Charles D. Trice in a Warranty Deed form Minnie Wisdom
Trice, dated October 6, 1975, and is recorded in Volume 776, Page 33 of the Deed
Records at Harrison County, Texas. Said 25.40 acres of land also being more
particularly described as follows:

     

    BEGINNING
at a 1⁄2” iron rod set for corner in the north R.O.W. line of said F.M. road, said
iron rod also being at the occupied southeast corner of said WALL SURVEY and the
occupied southwest corner of the F.L. MERRIWEATHER SURVEY, Abstract 476, said
iron rod also being in the north line of the FRANCIS O’NEAL SURVEY, Abstract
528;

     

    THENCE 89
deg, 55 min, 41 sec, W., along the north R.O.W. line of said F.M. road and also
along the south occupied line of said WALL SURVEY and the northline of said
O’NEAL SURVEY, 334.18 feet to a wood R.O.W. monument found at the beginning of a
curve;

     

    THENCE,
along said curve which is concave to the north; and continuing along said north
R.O.W. line, a sub-chord bearing a distance of N. 88 deg. 49 min. 29 sec. W.,
186.49 feet to a 1⁄2” iron pipe found for corner, said iron pipe also being the
southeast corner of a called 24.54 acre tract conveyed from Charles D. Trice and
wife, Edna G. Trice to Katie Trice Ross and husband, William G. Ross, Jr., in
Warranty Deed dated October 28, 1980 and recorded in Volume 914, Page 147 of
said Deed Records;

     

    THENCE N.
0 deg. 46 in. E., 1505.65 feet (Deed call 1510.0 feet) along the east line of
said 24.54 acre tract to a 1/4” iron pipe found for corner;

     

    THENCE N.
89 deg. 13 min. 52 sec. W., 721.87 feet (Deed call North 89 deg. 15 min. West,
722.2 feet), along the North line of said 24.54 acre tract to a 1⁄2” iron pipe
found for corner; i

     

    THENCE
North 00 deg. 13 min. 52 sec. East, 272.71 feet to a 1⁄2” iron rod set in a new
fence corner;

     

    THENCE
along said new fence the following three (3) bearings and
distances;

     

    (1) North
89 deg. 05 min. 48 sec. East, 200.16 feet to a 1⁄2” iron rod set for angle
point;

     

    (2) North
88 deg. 08 min. 35 sec. East, 348.25 foot to a 1⁄2” iron rod set for angle
point;

     

    (3) South
89 deg. 39 min. 46 sec. East, 652.42 feet to a 1⁄2” iron rod set for corner at a
fence corner, said iron rod also being in the occupied West line of said Wall
Survey and the occupied East line of said Merriweather Survey;

     

    THENCE
South 00 deg. 37 min. 07 sec. East, 1802.85 feet along a fence on the occupied
East line of said Wall Survey and the occupied West line of said Merriweather
Survey to the place of beginning and containing 25.40 acres of land, more or
less.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
A3

     

    Oklahoma
Special Warranty Deed

    


    SPECIAL
WARRANTY DEED

    


    THIS
SPECIAL WARRANTY DEED made as of the 24th day of
August, 2009, by and between Amerex Companies, Inc., an Oklahoma corporation, as
"Grantor", and WES&A
Holdings, LLC, a Missouri limited liability company, (hereinafter referred to as
“Grantee”), as designee
of CAMOFI Master LDC, a Cayman Islands limited duration company, whose mailing
address is 305 Madison Avenue, New York, New York  1001 c/o
Centrecourt Asset Management, LLC, 350 Madison Avenue, 8th Floor,
New York, New York  10017.

     

    WITNESSETH,
that the Grantor, in consideration of the sum of Ten Dollars ($10.00) and other
valuable consideration, to it paid does by these presents SELL AND CONVEY to the
GRANTEE, its successors and assigns, all that tract or parcel of land described
in Exhibit A
attached hereto and made a part hereof, together with all buildings and other
improvements located thereon, and together with all appurtenances thereunto
belonging, and will warrant title to the same against the lawful claims of all
persons claiming by, through or under Grantor, but none other.

     

    TO HAVE
AND TO HOLD said described premises unto Grantee, its successors and assigns
forever.

     

    IN
WITNESS WHEREOF, this Deed has been executed the day and year first above
written.

    


    
      
        
          	 
      	
                  GRANTOR:

                
	 
      	 
      
	 
      	
                  Amerex
      Companies, Inc.

                
	 
      	 
      
	 
      	
                  By:
      /s/ Stephen K. Onody

                
	 
      	
                  Name:
      Stephen K. Onody

                
	 
      	
                  Its:
      Interim CEO

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    STATE OF
_______________, COUNTY OF ______________, SS:

    


    On this
______ day of August, 2009, before me the undersigned, a Notary Public in and
for the County and State aforesaid, personally appeared
_________________________________________________, to me known to be the
identical person who signed the name of the maker thereof to the within and
foregoing instrument as President of Amerex Companies, Inc., an Oklahoma
corporation, and acknowledged to me that he executed the same as his free and
voluntary act and deed, and as the free and voluntary act and deed of said
corporation, for the uses and purposes therein set forth.

    


    
      
        
          	 
      	 
      
	 
      	
                  Notary
      Public

                


        

      

    

    My
Commission Expires:

    


    SEAL


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    
      A tract
of land lying in the E1/2 NWl/4 and in the W1/2 NE1/4 of Section 33, Township 21
North, Range 19 East of the Indian Base and Meridian, in Mayes County, Oklahoma,
and being more particularly described as follows:

      


      Beginning
at the North one quarter corner of said Section 33, also being the Northwest
corner of the W1/2 NEl/4; THENCE East along the North line of said Section 33, a
distance of 1257.3 feet; THENCE South, parallel with the East boundary of the
said Wl/2 NEl/4, a distance of 1316.93 feet, to the North line of the SW1/4
NEl/4; THENCE East along the North line of the said SW1/4 NEl/4, a distance of
15 feet; THENCE South, parallel with the East line of the said SW1/4 NEl/4, a
distance of 551.5 feet; THENCE Southwesterly on a curve to the right, having a
radius of 843.64 feet, a distance of 783.77 feet; THENCE S. 53° 13’ 47” W., a
distance of 110.51 feet; THENCE Southwesterly on a curve to the left, having a
radius of 611.78 feet, a distance of 44.58 feet, to a point on the South
boundary line of the said SW1/4 NEl/4, said point being 513.48 feet West of the
Southeast corner of the said SW1/4 NEl/4; THENCE West along the South boundary
of the SWl/4 NEl/4, a distance of 807.33 feet, to the Southeast corner of the
E1/2 NWl/4; THENCE West along the South boundary of the El/2 NWl/4, a distance
of 1320.81 feet, to the Southwest corner of the said El/2 NWl/4; THENCE North
along the West Boundary of the E1/2 NWl/4, a distance of 2637.98 feet, to the
Northwest corner of the El/2 NWl/4; THENCE East along the North line of Section
33, a distance of 1323.3 feet, to the point of beginning. Said tract contains
155 acres, more or less.

      


      The above
described tract includes two landfills located on Tract A and Tract B, more
particularly described as follows:

      


      Landfill Tract
A:

      


      Commencing
at the 1/2” diameter iron pin designating the Northwest corner of Section 33,
Township 21 North, Range 19 East of the Indian Meridian, Mayes County, Oklahoma;
thence 1323.3 feet due East along a county road; thence 1800 feet due South
along the West boundary of the property to a point of beginning on a property
boundary; thence 80 feet due East; thence North 45° 00’ 00” East for 350 feet;
thence 200 feet due East; thence South 30° 00’ 00” East for 300 feet; thence 250
feet due South; thence South 30° 00’ 00” West for 667.05 feet to the point of
interSection with the property line; thence 343.96 feet due West to the
Southwest property corner; thence 840 feet due North to the point of beginning,
said parcel containing approximately 13.10 acres.

      


      Landfill Tract
B:

      


      Commencing
at the 1/2” diameter iron pin designating the Northwest corner of Section 33,
Township 21 North, Range 19 East of the Indian Meridian, Mayes County, Oklahoma;
thence 1323.3 feet due East along a county road; thence 2640 feet due South
along the West boundary of the property; thence 1800 feet due East
along the Southern boundary of the property; thence 180 feet North to a
point of beginning on the West bank of an existing railroad spur; thence 150
feet due West; thence North 200 feet; thence 34.53 feet due East; thence 230.94
feet South 30° 00’ 00 East to the point of beginning, said parcel containing
approximately 0.42 acres.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    Form of
Bill of Sale

     

    Exhibit
B

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    BILL OF SALE, BLANKET
TRANSFER AND ASSIGNMENT AGREEMENT

    


    KNOW ALL
MEN BY THESE PRESENTS, that the assignors identified in the signature pages
hereto (collectively, “Assignor”), for and in
consideration of Ten and No/100ths Dollars ($10.00) to it paid by WES&A
Holdings, LLC a Missouri limited liability company (“Assignee”), as designee of
CAMOFI Master LDC, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, does hereby ASSIGN, GRANT,
BARGAIN, SELL, TRANSFER, CONVEY, CONFIRM AND DELIVER unto Assignee all of
Assignor’s right, title and interest in and to the personal property, contracts
and interests (the “Personal
Property”) being used in connection with the ownership, use and operation
of the real estate described on Exhibit A attached
hereto and improvements thereon and made a part hereof (the “Property”), including without
limitation those items specifically identified on the schedules attached hereto
as Exhibit B,
and the following:

     

    A.          All
cash, accounts receivable, electronic transfer payments, security deposits,
promissory notes, negotiable instruments, general intangibles, causes of action
and litigation claims;

     

    B.          All
of Assignor’s right, title, interest, and benefit, if any, in, to, and under any
and all goods, equipment, machinery, appliances, furniture, furnishings,
fixtures, supplies, inventory, tangible and intangible personal property, and
other items, located in, on, upon or under and comprising a part of the
Property, or with respect to any of the Personal Property which is conveyed
hereby; and

     

    C.          All
of Assignor’s right, title and interest in and to any assignable or otherwise
transferable permits, licenses and other governmental approvals relating to
Assignor’s operations and/or the Property or the Personal Property.

     

    D.          All
of Assignor’s right, title and interest in and to all warranties and guarantees
relating to the Property or to the Personal Property which is conveyed
hereby.

     

    E.           All
of Assignor’s right, title and interest in and to all leases or subleases to
which Assignor is a party, and all files, including but not limited to,
correspondence, plans and specifications, revenue and operating expense books,
records and accounts, and any other documents specifically relating to the
operating of the Property.

     

    F.           All
of Assignor’s right, title and interest in any operating agreement, franchise
agreement, equipment lease and all management, service, supply and maintenance
contracts and agreements with respect to the ownership, operation, maintenance
and administration of the Property or the Personal Property.

     

    G.           All
environmental reports, environmental audits, and environmental studies relating
to the Property.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    H.          All
original drafts and copies of employment agreements, collective bargaining
agreements, pension plans, employee records, and employee documents of any kind
or nature relating to Assignor.

     

    I.          Copies
of all financial statements relating to Assignor, including schedules of
receivables, payables and deposits.

     

    J.          All
keys, security cards, lock combinations, and other tangible and intangible means
of gaining access to, and securing, the Property.

     

    K.         All
contracts, contract rights, warranties, agreements and other rights relating to
the operation of Assignor, including without limitation all trade names,
transferable business licenses, booklets, manuals, signs, advertising materials,
and transferable utility contracts.

     

    L.          The
proceeds from any claims made or to be made under any property casualty
insurance policies that Assignor maintains with respect to the Property (the
“Policies”), as well as the right, coupled with a power of attorney, to act on
behalf of the named insured under the Policies, to settle and compromise any
such claims made or to be made with respect thereto (collectively, the
“Insurance Claims”).

     

    M.          Any
excess or unearned premiums that are returned to Assignor after the date of this
Bill of Sale, Blanket Transfer and Assignment Agreement (collectively, the
“Insurance Premiums”).

     

    N.          All
of the right, title, interest and benefit (including income) of Assignor, if
any, in and to any personal property which is conveyed hereby.

     

    Assignor
represents and warrants that (i) Assignor is the owner of the Personal Property,
(ii) Assignor has the full right and title thereto and authority to transfer and
dispose of the same, and (iii) the Personal Property is free and clear of all
liens and encumbrances other than liens of CAMOFI Master LDC, and those liens
set forth in Exhibit F, including those federal and state tax
liens.  The Personal Property is hereby assigned and transferred
“As-Is”, and without any warranty or representation as to its condition, fitness
for a particular purpose or as to any other matters concerning the Personal
Property.

     

    This
instrument is executed and delivered and accepted as a sale in lieu of
foreclosure of, and not as additional security for, that certain security
interest granted in that certain Security Agreement dated November 21, 2005 (as
further amended, modified or supplemented from time to time), and evidenced by
UCC-1 Financing Statements filed in connection therewith.  It is the
intention of the Assignor to transfer the absolute title to the Personal
Property to the Assignee free of any equity of redemption by the
Assignor.  It is the further intention of the Assignor and the
Assignee that the security interest created by the above described deed of trust
will not merge into the absolute ownership acquired by the Assignee pursuant to
this bill of sale.  No such merger will occur until such time as the
Assignee executes written UCC-3 termination statements and duly records the
same.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, Assignor has executed this Bill of Sale, Blanket Transfer and
Assignment Agreement this ___ day of August, 2009.

     

    
      
        
          
            
              
                
                  
                    	
                            AMEREX
      COMPANIES, INC.

                          
	 
      
	
                            By:

                          	 
      
	
                            Title:

                          	 
      
	 
      
	
                            WASTE
      EXPRESS, INC.

                          
	 
      
	
                            By:

                          	 
      
	
                            Title:

                          	 
      
	 
      
	
                            ASSIGNEE:

                          
	 
      
	
                            WES&A
      HOLDINGS, LLC

                          
	 
      
	
                            By:

                          	 
      
	
                            Title: 

                          	 
      


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT A

     

    TO
BILL OF SALE, BLANKET TRANSFER AND ASSIGNMENT AGREEMENT

     

    Missouri
locations:

    


    Lots 2,
3, 4, 5, 6, 7, 8 and 9, RENICK’S FIRST ADDITION TO LEEDS,  a
subdivision in Kansas City, Jackson County, Missouri

    


    And

    


    TRACT
I:

    Lots 10,
11 and 12, EXCEPT the West 8 feet of said Lot 12, RENICK’S FIRST ADDITION TO
LEEDS, a subdivision in Kansas City, Jackson County, Missouri, according to the
recorded plat thereof, and that portion of the vacated alley which lies North
and adjacent to Lot 12.

     

    TRACT
II:

    Lots 15,
16 and 17, RENICK’S FIRST ADDITION, a subdivision in Kansas City, Jackson
County, Missouri, according to the recorded plat thereof, and the North 1/2 of
the vacated alley lying South and adjacent to Lot 15.

     

    TRACT
III:

    Lots 13,
14 and the West 8 feet of Lot 12, EXCEPT that part in 37th Street, RENICK’S
FIRST ADDITION, a subdivision in Kansas City, Jackson County, Missouri,
according to the recorded plat thereof, and the South 1/2 of the vacated alley
lying North and adjacent to said premises.

     

    NOTE:  A
portion of the above described tracts now platted as Tract “I” H.W.R. 1ST
ADDITION, a subdivision in Kansas City, Jackson County, Missouri.

     

    TRACT
IV:

    Lots 18
and 19, RENICK’S FIRST ADDITION TO LEEDS, a subdivision in Kansas City, Jackson
County, Missouri.

     

    TRACT
V:

    The East
one half of that certain North-South alley, vacated pursuant to City of Kansas
City, Missouri, Ordinance No. 021498, as more fully described therein and the
West boundary line of said vacated alley being contiguous to the East boundary
line of Lots 15, 16, 17, 18, 19, 20, 21, 22 and 23 of RENICK’S FIRST ADDITION,
and the East boundary line of said vacated alley being contiguous to the West
boundary line of Lots 1, 2, 3, 4, 5, 6, 7, 8 and 9 of RENICK’S FIRST ADDITION,
both extending Southward from the South right-of-way line of 36th Street to the
North line of Lot 12, RENICK’S FIRST ADDITION, said vacated portion extending
Southwardly from the North line of Lot 2 to the South line of Lot 9 of RENICK’S
FIRST ADDITION, a subdivision in Kansas City, Jackson County, Missouri,
according to the recorded plat thereof; AND


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The North
one half of the East-West alley, vacated pursuant to City of Kansas City,
Missouri Ordinance No. 021498, the South boundary line of said vacated alley
being contiguous to the North boundary line of Lots 10, 11 and 12 of RENICK’S
FIRST ADDITION and the North boundary line of said vacated alley being
contiguous to the South boundary line of Lot 9 of RENICK’S FIRST ADDITION,
extending Westerly from the West right-of-way line of Freemont Avenue to a point
on the East boundary line of Lot 15 of RENICK’S FIRST ADDITION, said vacated
portion being adjacent to the South line of Lot 9 of RENICK’S FIRST ADDITION, a
subdivision in Kansas City, Jackson County, Missouri, according to the recorded
plat thereof.

     

    Commonly
known as 6300 Stadium Drive, Kansas City, Missouri.

     

    Arizona
location:

     

    6965
South Priest Drive, Suite #6, Guadalupe, Arizona  85283

     

    Oregon
location:

     

    Leased
facility at 5555 N. Channel Avenue, Portland Oregon

     

    Oklahoma
locations:

     

    1010
& 1105 North Peoria Avenue, Tulsa, Oklahoma  74106

     

    And


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        A tract
of land lying in the E1/2 NWl/4 and in the W1/2 NE1/4 of Section 33, Township 21
North, Range 19 East of the Indian Base and Meridian, in Mayes County, Oklahoma,
and being more particularly described as follows:

        


        Beginning
at the North one quarter corner of said Section 33, also being the Northwest
corner of the W1/2 NEl/4; THENCE East along the North line of said Section 33, a
distance of 1257.3 feet; THENCE South, parallel with the East boundary of the
said Wl/2 NEl/4, a distance of 1316.93 feet, to the North line of the SW1/4
NEl/4; THENCE East along the North line of the said SW1/4 NEl/4, a distance of
15 feet; THENCE South, parallel with the East line of the said SW1/4 NEl/4, a
distance of 551.5 feet; THENCE Southwesterly on a curve to the right, having a
radius of 843.64 feet, a distance of 783.77 feet; THENCE S. 53° 13’ 47” W., a
distance of 110.51 feet; THENCE Southwesterly on a curve to the left, having a
radius of 611.78 feet, a distance of 44.58 feet, to a point on the South
boundary line of the said SW1/4 NEl/4, said point being 513.48 feet West of the
Southeast corner of the said SW1/4 NEl/4; THENCE West along the South boundary
of the SWl/4 NEl/4, a distance of 807.33 feet, to the Southeast corner of the
E1/2 NWl/4; THENCE West along the South boundary of the El/2 NWl/4, a distance
of 1320.81 feet, to the Southwest corner of the said El/2 NWl/4; THENCE North
along the West Boundary of the E1/2 NWl/4, a distance of 2637.98 feet, to the
Northwest corner of the El/2 NWl/4; THENCE East along the North line of Section
33, a distance of 1323.3 feet, to the point of beginning. Said tract contains
155 acres, more or less.

        


        The above
described tract includes two landfills located on Tract A and Tract B, more
particularly described as follows:

        


        Landfill Tract
A:

        


        Commencing
at the 1/2” diameter iron pin designating the Northwest corner of Section 33,
Township 21 North, Range 19 East of the Indian Meridian, Mayes County, Oklahoma;
thence 1323.3 feet due East along a county road; thence 1800 feet due South
along the West boundary of the property to a point of beginning on a property
boundary; thence 80 feet due East; thence North 45° 00’ 00” East for 350 feet;
thence 200 feet due East; thence South 30° 00’ 00” East for 300 feet; thence 250
feet due South; thence South 30° 00’ 00” West for 667.05 feet to the point of
interSection with the property line; thence 343.96 feet due West to the
Southwest property corner; thence 840 feet due North to the point of beginning,
said parcel containing approximately 13.10 acres.

        


        Landfill Tract
B:

        


        Commencing
at the 1/2” diameter iron pin designating the Northwest corner of Section 33,
Township 21 North, Range 19 East of the Indian Meridian, Mayes County, Oklahoma;
thence 1323.3 feet due East along a county road; thence 2640 feet due South
along the West boundary of the property; thence 1800 feet due East
along the Southern boundary of the property; thence 180 feet North to a
point of beginning on the West bank of an existing railroad spur; thence 150
feet due West; thence North 200 feet; thence 34.53 feet due East; thence 230.94
feet South 30° 00’ 00 East to the point of beginning, said parcel containing
approximately 0.42 acres.

      

    

     

    Texas
locations:

     

    BEING
25.40 acres of land situated in Harrison County, Texas about 17.6 miles
east-northeast of the courthouse in the City of Marshall and also being in the
southeast corner of the C. L. WALL SURVEY Abstract 792. Said 25.40 acres also
are located on the north side of Texas F.M. Road No. 1999 and is part of a 128
acre tract conveyed to Charles D. Trice in a Warranty Deed form Minnie Wisdom
Trice, dated October 6, 1975, and is recorded in Volume 776, Page 33 of the Deed
Records at Harrison County, Texas. Said 25.40 acres of land also being more
particularly described as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    BEGINNING
at a 1⁄2” iron rod set for corner in the north R.O.W. line of said F.M. road, said
iron rod also being at the occupied southeast corner of said WALL SURVEY and the
occupied southwest corner of the F.L. MERRIWEATHER SURVEY, Abstract 476, said
iron rod also being in the north line of the FRANCIS O’NEAL SURVEY, Abstract
528;

     

    THENCE 89
deg, 55 min, 41 sec, W., along the north R.O.W. line of said F.M. road and also
along the south occupied line of said WALL SURVEY and the northline of said
O’NEAL SURVEY, 334.18 feet to a wood R.O.W. monument found at the beginning of a
curve;

     

    THENCE,
along said curve which is concave to the north; and continuing along said north
R.O.W. line, a sub-chord bearing a distance of N. 88 deg. 49 min. 29 sec. W.,
186.49 feet to a 1⁄2” iron pipe found for corner, said iron pipe also being the
southeast corner of a called 24.54 acre tract conveyed from Charles D. Trice and
wife, Edna G. Trice to Katie Trice Ross and husband, William G. Ross, Jr., in
Warranty Deed dated October 28, 1980 and recorded in Volume 914, Page 147 of
said Deed Records;

     

    THENCE N.
0 deg. 46 in. E., 1505.65 feet (Deed call 1510.0 feet) along the east line of
said 24.54 acre tract to a 1/4” iron pipe found for corner;

     

    THENCE N.
89 deg. 13 min. 52 sec. W., 721.87 feet (Deed call North 89 deg. 15 min. West,
722.2 feet), along the North line of said 24.54 acre tract to a 1⁄2” iron pipe
found for corner; i

     

    THENCE
North 00 deg. 13 min. 52 sec. East, 272.71 feet to a 1⁄2” iron rod set in a new
fence corner;

     

    THENCE
along said new fence the following three (3) bearings and
distances;

     

    (1) North
89 deg. 05 min. 48 sec. East, 200.16 feet to a 1⁄2” iron rod set for angle
point;

     

    (2) North
88 deg. 08 min. 35 sec. East, 348.25 foot to a 1⁄2” iron rod set for angle
point;

     

    (3) South
89 deg. 39 min. 46 sec. East, 652.42 feet to a 1⁄2” iron rod set for corner at a
fence corner, said iron rod also being in the occupied West line of said Wall
Survey and the occupied East line of said Merriweather Survey;

     

    THENCE
South 00 deg. 37 min. 07 sec. East, 1802.85 feet along a fence on the occupied
East line of said Wall Survey and the occupied West line of said Merriweather
Survey to the place of beginning and containing 25.40 acres of land, more or
less.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT B

     

    TO
BILL OF SALE, BLANKET TRANSFER AND ASSIGNMENT AGREEMENT

     

    Schedules
of Personal Property

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    List of
Contracts, Leases and Agreements

     

    Real Estate
Leases

     

    Lease
Agreement dated December 30, 2005, between CDI Properties and Amerex Companies,
Inc., with respect to 1010 & 1105 North Peoria, Tulsa
OK  74106.

     

    Commercial
Lease dated June 12, 2009, between MS Guadalupe, L.L.C. and Amerex Companies,
Inc., with respect to 6965 South Priest Drive, #6, Guadalupe,
AZ  85283.

     

    Tenancy
Agreement dated January 1, 2006, between Cascade General, Inc. and Amerex
Environmental Solutions, Inc., with respect to certain property located at 5555
N. Channel Avenue, Portland Oregon

     

    Equipment
Leases

     

    Equipment
Lease Agreement No. 625L133 between XTRA Lease, LLC and Amerex Companies,
Inc.

     

    Master
Lease Schedule No. 3677332007-10-15, between DaimlerChrysler Truck Financial and
Amerex Companies, Inc.

     

    Installment
Sale Contract dated March 28, 2008, between Caterpillar Financial Services Corp.
and Environmental Remediation Specialists, Inc.

     

    Month-to
month lease for 2 PU Trucks, Tulsa

     

    Month-to-month
lease for 1 PU Truck, Phoenix

     

    Week-to
week lease for box trucks and sleepers

     

    Copies
Leases with Preferred Business Systems/DotCom Leasing/Copy World Business
Solutions

     

    Insurance
Policies

     

    
      
        	
                Property

              	
                Travelers

              	 
      
	
                General
      Liability

              	
                Westchester
      Surplus Lines

              	 
      
	
                Workers
      Comp

              	
                XL
      (thru 4/24/09)

              	
                New
      policies not 
available

              
	
                Umbrella

              	
                Westchester
      Surplus Lines

              	 
      
	
                Pollution-ERS

              	
                Westchester
      Surplus Lines

              	 
      
	
                Pollution-WE

              	
                Westchester
      Surplus Lines

              	
                Amerex
      Co on policy

              
	
                D
      & O-Primary

              	
                Navigators
      Insurance Company

              	 
      
	
                D
      & O-$2M Excess

              	
                Carolina
      Casualty

              	 
      


      

    


    
      
         


      

      
        Exhibit
C

        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    Form of
Assignment and Assumption Agreement

     

    
      
         


      

      
        Exhibit
E

        
          

        

      

      
         


      

    


    ASSIGNMENT AND ASSUMPTION
AGREEMENT

    


    KNOW ALL
MEN BY THESE PRESENTS, that the assignors identified in the signature pages
hereto (collectively, “Assignor”), for and in
consideration of Ten and No/100ths Dollars ($10.00) to it paid by WES&A
Holdings, LLC, a Missouri limited liability company, as designee of CAMOFI
Master LDC, a Cayman Islands limited duration company (“Assignee”), and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, does hereby ASSIGN, GRANT, BARGAIN, SELL, TRANSFER, CONVEY,
CONFIRM AND DELIVER unto Assignee all of Assignor’s right, title and interest in
and to the personal property, contracts and interests (“Personal Property”),
being used in connection with the ownership, use and operation of the real
estate and improvements described on Exhibit A attached
hereto and made a part hereof (the “Property”),
including, without limitation the following those items specifically identified
on Exhibit B
attached hereto and made a part hereof, and the following:

     

    1.           All
of Assignor’s right, title and interest in and to any assignable or otherwise
transferable permits, licenses and other governmental approvals relating to
Assignor’s operations and/or the Property or the Personal Property.

     

    2.           All
of Assignor’s right, title and interest in and to all warranties and guarantees
relating to the Property or to the Personal Property which is conveyed
hereby.

     

    3.           All
of Assignor’s right, title and interest in and to all leases or subleases to
which Assignor is a party, and all files, including but not limited to,
correspondence, plans and specifications, revenue and operating expense books,
records and accounts, and any other documents specifically relating to the
operating of the Property.

     

    4.           All
of Assignor’s right, title and interest in any operating agreement, franchise
agreement, equipment lease and all management, service, supply and maintenance
contracts and agreements with respect to the ownership, operation, maintenance
and administration of the Property or the Personal Property.

     

    5.           All
contracts, contract rights, warranties, agreements and other rights relating to
the operation of Assignor, including without limitation all trade names,
transferable business licenses, booklets, manuals, signs, advertising materials,
and transferable utility contracts.

     

    Assignor has the full right and title
thereto and authority to transfer and dispose of the same.

     

    Assignor and Assignee each agree that
at any time and from time to time, upon the request of the other party, to
execute and deliver all further required documents and provide any reasonably
required information to effectuate the transfer and assumption of the Personal
Property to Assignee.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This Assignment and Assumption
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.

    


    This Assignment and Assumption
Agreement may be executed in any number of counterparts and by any party hereto
on a separate counterpart, each of which when so executed and delivered shall be
deemed an original and all of which taken together shall constitute but one and
the same instrument.

     

    IN
WITNESS WHEREOF, Assignor and Assignee have executed this Assignment and
Assumption Agreement as of this 24th day of August, 2009.

     

    
      
        	
                ASSIGNOR:

              
	 
      
	
                AMEREX
      COMPANIES, INC.

              
	 
      	 
      
	
                By:

              	
                           

              
	
                Title: 

              	
                           

              
	 
      	 
      
	
                WASTE
      EXPRESS, INC.

              
	 
      	 
      
	
                By:

              	
                           

              
	
                Title:

              	
                           

              
	 
      	 
      
	
                ASSIGNEE:

              
	 
      
	
                WES&A
      HOLDINGS, LLC

              
	 
      	 
      
	
                By:

              	
                           

              
	
                Title:

              	
                           

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A TO ASSIGNMENT AND ASSUMPTION AGREEMENT

     

    Missouri
locations:

    


    Lots 2,
3, 4, 5, 6, 7, 8 and 9, RENICK’S FIRST ADDITION TO LEEDS,  a
subdivision in Kansas City, Jackson County, Missouri

    


    And

    


    TRACT
I:

    Lots 10,
11 and 12, EXCEPT the West 8 feet of said Lot 12, RENICK’S FIRST ADDITION TO
LEEDS, a subdivision in Kansas City, Jackson County, Missouri, according to the
recorded plat thereof, and that portion of the vacated alley which lies North
and adjacent to Lot 12.

     

    TRACT
II:

    Lots 15,
16 and 17, RENICK’S FIRST ADDITION, a subdivision in Kansas City, Jackson
County, Missouri, according to the recorded plat thereof, and the North 1/2 of
the vacated alley lying South and adjacent to Lot 15.

     

    TRACT
III:

    Lots 13,
14 and the West 8 feet of Lot 12, EXCEPT that part in 37th Street, RENICK’S
FIRST ADDITION, a subdivision in Kansas City, Jackson County, Missouri,
according to the recorded plat thereof, and the South 1/2 of the vacated alley
lying North and adjacent to said premises.

     

    NOTE:  A
portion of the above described tracts now platted as Tract “I” H.W.R. 1ST
ADDITION, a subdivision in Kansas City, Jackson County, Missouri.

     

    TRACT
IV:

    Lots 18
and 19, RENICK’S FIRST ADDITION TO LEEDS, a subdivision in Kansas City, Jackson
County, Missouri.

     

    TRACT
V:

    The East
one half of that certain North-South alley, vacated pursuant to City of Kansas
City, Missouri, Ordinance No. 021498, as more fully described therein and the
West boundary line of said vacated alley being contiguous to the East boundary
line of Lots 15, 16, 17, 18, 19, 20, 21, 22 and 23 of RENICK’S FIRST ADDITION,
and the East boundary line of said vacated alley being contiguous to the West
boundary line of Lots 1, 2, 3, 4, 5, 6, 7, 8 and 9 of RENICK’S FIRST ADDITION,
both extending Southward from the South right-of-way line of 36th Street to the
North line of Lot 12, RENICK’S FIRST ADDITION, said vacated portion extending
Southwardly from the North line of Lot 2 to the South line of Lot 9 of RENICK’S
FIRST ADDITION, a subdivision in Kansas City, Jackson County, Missouri,
according to the recorded plat thereof; AND

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The North
one half of the East-West alley, vacated pursuant to City of Kansas City,
Missouri Ordinance No. 021498, the South boundary line of said vacated alley
being contiguous to the North boundary line of Lots 10, 11 and 12 of RENICK’S
FIRST ADDITION and the North boundary line of said vacated alley being
contiguous to the South boundary line of Lot 9 of RENICK’S FIRST ADDITION,
extending Westerly from the West right-of-way line of Freemont Avenue to a point
on the East boundary line of Lot 15 of RENICK’S FIRST ADDITION, said vacated
portion being adjacent to the South line of Lot 9 of RENICK’S FIRST ADDITION, a
subdivision in Kansas City, Jackson County, Missouri, according to the recorded
plat thereof.

     

    Commonly
known as 6300 Stadium Drive, Kansas City, Missouri.

     

    Arizona
location:

     

    6965
South Priest Drive, Suite #6, Guadalupe, Arizona  85283

     

    Oregon
location:

     

    Leased
facility at 5555 N. Channel Avenue, Portland Oregon

     

    Oklahoma
locations:

     

    1010
& 1105 North Peoria Avenue, Tulsa, Oklahoma  74106

     

    And

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        A tract
of land lying in the E1/2 NWl/4 and in the W1/2 NE1/4 of Section 33, Township 21
North, Range 19 East of the Indian Base and Meridian, in Mayes County, Oklahoma,
and being more particularly described as follows:

        


        Beginning
at the North one quarter corner of said Section 33, also being the Northwest
corner of the W1/2 NEl/4; THENCE East along the North line of said Section 33, a
distance of 1257.3 feet; THENCE South, parallel with the East boundary of the
said Wl/2 NEl/4, a distance of 1316.93 feet, to the North line of the SW1/4
NEl/4; THENCE East along the North line of the said SW1/4 NEl/4, a distance of
15 feet; THENCE South, parallel with the East line of the said SW1/4 NEl/4, a
distance of 551.5 feet; THENCE Southwesterly on a curve to the right, having a
radius of 843.64 feet, a distance of 783.77 feet; THENCE S. 53° 13’ 47” W., a
distance of 110.51 feet; THENCE Southwesterly on a curve to the left, having a
radius of 611.78 feet, a distance of 44.58 feet, to a point on the South
boundary line of the said SW1/4 NEl/4, said point being 513.48 feet West of the
Southeast corner of the said SW1/4 NEl/4; THENCE West along the South boundary
of the SWl/4 NEl/4, a distance of 807.33 feet, to the Southeast corner of the
E1/2 NWl/4; THENCE West along the South boundary of the El/2 NWl/4, a distance
of 1320.81 feet, to the Southwest corner of the said El/2 NWl/4; THENCE North
along the West Boundary of the E1/2 NWl/4, a distance of 2637.98 feet, to the
Northwest corner of the El/2 NWl/4; THENCE East along the North line of Section
33, a distance of 1323.3 feet, to the point of beginning. Said tract contains
155 acres, more or less.

        


        The above
described tract includes two landfills located on Tract A and Tract B, more
particularly described as follows:

        


        Landfill Tract
A:

        


        Commencing
at the 1/2” diameter iron pin designating the Northwest corner of Section 33,
Township 21 North, Range 19 East of the Indian Meridian, Mayes County, Oklahoma;
thence 1323.3 feet due East along a county road; thence 1800 feet due South
along the West boundary of the property to a point of beginning on a property
boundary; thence 80 feet due East; thence North 45° 00’ 00” East for 350 feet;
thence 200 feet due East; thence South 30° 00’ 00” East for 300 feet; thence 250
feet due South; thence South 30° 00’ 00” West for 667.05 feet to the point of
interSection with the property line; thence 343.96 feet due West to the
Southwest property corner; thence 840 feet due North to the point of beginning,
said parcel containing approximately 13.10 acres.

        


        Landfill Tract
B:

        


        Commencing
at the 1/2” diameter iron pin designating the Northwest corner of Section 33,
Township 21 North, Range 19 East of the Indian Meridian, Mayes County, Oklahoma;
thence 1323.3 feet due East along a county road; thence 2640 feet due South
along the West boundary of the property; thence 1800 feet due East
along the Southern boundary of the property; thence 180 feet North to a
point of beginning on the West bank of an existing railroad spur; thence 150
feet due West; thence North 200 feet; thence 34.53 feet due East; thence 230.94
feet South 30° 00’ 00 East to the point of beginning, said parcel containing
approximately 0.42 acres.

      

    

     

    Texas
locations:

     

    BEING
25.40 acres of land situated in Harrison County, Texas about 17.6 miles
east-northeast of the courthouse in the City of Marshall and also being in the
southeast corner of the C. L. WALL SURVEY Abstract 792. Said 25.40 acres also
are located on the north side of Texas F.M. Road No. 1999 and is part of a 128
acre tract conveyed to Charles D. Trice in a Warranty Deed form Minnie Wisdom
Trice, dated October 6, 1975, and is recorded in Volume 776, Page 33 of the Deed
Records at Harrison County, Texas. Said 25.40 acres of land also being more
particularly described as follows:

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    BEGINNING
at a 1⁄2” iron rod set for corner in the north R.O.W. line of said F.M. road, said
iron rod also being at the occupied southeast corner of said WALL SURVEY and the
occupied southwest corner of the F.L. MERRIWEATHER SURVEY, Abstract 476, said
iron rod also being in the north line of the FRANCIS O’NEAL SURVEY, Abstract
528;

     

    THENCE 89
deg, 55 min, 41 sec, W., along the north R.O.W. line of said F.M. road and also
along the south occupied line of said WALL SURVEY and the northline of said
O’NEAL SURVEY, 334.18 feet to a wood R.O.W. monument found at the beginning of a
curve;

     

    THENCE,
along said curve which is concave to the north; and continuing along said north
R.O.W. line, a sub-chord bearing a distance of N. 88 deg. 49 min. 29 sec. W.,
186.49 feet to a 1⁄2” iron pipe found for corner, said iron pipe also being the
southeast corner of a called 24.54 acre tract conveyed from Charles D. Trice and
wife, Edna G. Trice to Katie Trice Ross and husband, William G. Ross, Jr., in
Warranty Deed dated October 28, 1980 and recorded in Volume 914, Page 147 of
said Deed Records;

     

    THENCE N.
0 deg. 46 in. E., 1505.65 feet (Deed call 1510.0 feet) along the east line of
said 24.54 acre tract to a 1/4” iron pipe found for corner;

     

    THENCE N.
89 deg. 13 min. 52 sec. W., 721.87 feet (Deed call North 89 deg. 15 min. West,
722.2 feet), along the North line of said 24.54 acre tract to a 1⁄2” iron pipe
found for corner; i

     

    THENCE
North 00 deg. 13 min. 52 sec. East, 272.71 feet to a 1⁄2” iron rod set in a new
fence corner;

     

    THENCE
along said new fence the following three (3) bearings and
distances;

     

    (1) North
89 deg. 05 min. 48 sec. East, 200.16 feet to a 1⁄2” iron rod set for angle
point;

     

    (2) North
88 deg. 08 min. 35 sec. East, 348.25 foot to a 1⁄2” iron rod set for angle
point;

     

    (3) South
89 deg. 39 min. 46 sec. East, 652.42 feet to a 1⁄2” iron rod set for corner at a
fence corner, said iron rod also being in the occupied West line of said Wall
Survey and the occupied East line of said Merriweather Survey;

     

    THENCE
South 00 deg. 37 min. 07 sec. East, 1802.85 feet along a fence on the occupied
East line of said Wall Survey and the occupied West line of said Merriweather
Survey to the place of beginning and containing 25.40 acres of land, more or
less.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B TO ASSIGNMENT AND ASSUMPTION AGREEMENT

     

    Real Estate
Leases

     

    Lease
Agreement dated December 30, 2005, between CDI Properties and Amerex Companies,
Inc., with respect to 1010 & 1105 North Peoria, Tulsa
OK  74106.

     

    Commercial
Lease dated June 12, 2009, between MS Guadalupe, L.L.C. and Amerex Companies,
Inc., with respect to 6965 South Priest Drive, #6, Guadalupe,
AZ  85283.

     

    Tenancy
Agreement dated January 1, 2006, between Cascade General, Inc. and Amerex
Environmental Solutions, Inc., with respect to certain property located at 5555
N. Channel Avenue, Portland Oregon

     

    Equipment
Leases

     

    Equipment
Lease Agreement No. 625L133 between XTRA Lease, LLC and Amerex Companies,
Inc.

     

    Master
Lease Schedule No. 3677332007-10-15, between DaimlerChrysler Truck Financial and
Amerex Companies, Inc.

     

    Installment
Sale Contract dated March 28, 2008, between Caterpillar Financial Services Corp.
and Environmental Remediation Specialists, Inc.

     

    Month-to
month lease for 2 PU Trucks, Tulsa

     

    Month-to-month
lease for 1 PU Truck, Phoenix

     

    Week-to
week lease for box trucks and sleepers

     

    Copies
Leases with Preferred Business Systems/DotCom Leasing/Copy World Business
Solutions

     

    Insurance
Policies

     

    
      
        	
                Property

              	
                Travelers

              	 
      
	
                General
      Liability

              	
                Westchester
      Surplus Lines

              	 
      
	
                Workers
      Comp

              	
                XL
      (thru 4/24/09)

              	
                New
      policies not
available

              
	
                Umbrella

              	
                Westchester
      Surplus Lines

              	 
      
	
                Pollution-ERS

              	
                Westchester
      Surplus Lines

              	 
      
	
                Pollution-WE

              	
                Westchester
      Surplus Lines

              	
                Says
      Amerex Cos on
policy

              
	
                D
      & O-Primary

              	
                Navigators
      Insurance Company

              	 
      
	
                D
      & O-$2M Excess

              	
                Carolina
      Casualty

              	 
      


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
E

     

    Stock
Transfer Agreement

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
F

     

    Permitted
Encumbrances

     

    
      
         


      

      
        Exhibit
F

        
          

        

      

      
         


      

    


    EXHIBIT
G

     

    Work
Performed or Materials Supplied to the Property

     

    NONE

     

    
      
         


      

      
        Exhibit
G